Common use of Casualty Clause in Contracts

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. Landlord and Taking ------------------- In case during Tenant hereby acknowledge and agree that the Term all or any substantial part following is hereby added at the end of Section 11.2 of the PremisesOffice Lease: “In the event Landlord elects to make the repairs, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofLandlord, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 sixty (60) days after the occurrence of any damage that renders the event giving rise Premises unfit for occupancy, shall cause to be delivered to Tenant an estimate, prepared by a qualified, independent, experienced and reputable architect, of the election to terminate which notice shall specify number of days, measured from the effective date of terminationthe casualty, or if that will be required for Landlord to complete Landlord’s restoration work (the “Repair Estimate”). If Landlord does not elect to so terminate, which notice shall contain terminate the Lease pursuant to Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in ’s termination right as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesprovided above, and Landlord receives written notice thereof signed by Tenanteither (A) the repairs cannot, in the reasonable opinion of Landlord, be completed within three hundred sixty (360) days after being commenced, or in (B) the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is repairs are not actually completed within six sixty (660) months from days after the date period of casualty or taking time set forth in the Repair Estimate (subject to extension for delays caused by Force Majeure and delays caused by Tenant), Tenant may shall have the right to terminate this Lease during the first five (5) business days of each calendar month following the end of such period until such time as the repairs are complete, by notice given to Landlord within 30 days after receipt (the “Damage Termination Notice”), effective as of Landlord's noticea date set forth in the Damage Termination Notice (the “Damage Termination Date”), which notice by Tenant Damage Termination Date shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall not be not less than 15 nor more than 30 ten (10) business days following the end of each such month. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for a period ending thirty (30) days after the date Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of notice Landlord’s receipt of the Damage Termination Notice, a certificate of Landlord’s contractor responsible for the repair of the damage certifying that it is such terminationcontractor’s good faith judgment that the repairs shall be substantially completed within thirty (30) days after the Damage Termination Date. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord repairs shall use due diligence (following be substantially completed prior to the expiration of all periods in which either party may terminate such thirty (30) day period, then the Damage Termination Notice shall be of no force or effect, but if the repairs shall not be substantially completed within such thirty (30) day period, then this Lease pursuant to shall terminate upon the foregoing provisions expiration of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termthirty-day period.”

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot Leased Premises by fire or other casualty, Landlord agrees to promptly restore and repair the Leased Premises; provided, however, Landlord’s obligation hereunder shall be limited to the reconstruction of such of the tenant finish improvements as were originally required to be made by Landlord, if any. Rent shall proportionately xxxxx (which may be a total abatement if the Leased Premises are rendered wholly unusable) 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 (i) so destroyed that they cannot be repaired or rebuilt within three hundred sixty (360) days from the casualty date; or (ii) totally destroyed by a casualty which is not covered by the insurance required hereunder then, in case of a clause (i) casualty, Tenant may, or, in the case of a clause (ii) 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 Article 9. If the Leased Premises should be damaged materially by fire or other casualty or by action during the last twenty-four (24) months of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason the term of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in and the restoration cost thereof exceeds five percent (5%) of the replacement cost of the entire Building, which then, unless Tenant exercises any right it may be made notwithstanding Landlord's entire interest may be divestedhave to extend the term of this Lease, by notice given to Tenant Landlord may, within 60 thirty (30) days after the occurrence determination of the event giving rise to the election to cost of such rebuilding and repairs, terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives this Lease on written notice thereof signed to Tenant and, in such event, Rent and all other charges payable by Tenant, or in the case Tenant hereunder shall xxxxx as of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt the happening of Landlord's notice, which notice by Tenant shall specify the effective date of terminationsuch damage. The effective date number of termination specified either by Landlord days within which the Leased Premises can be rebuilt or Tenant repaired shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant determined by an independent contractor mutually acceptable to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by both Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermTenant.

Casualty. and Taking ------------------- In case during the Term all or Tenant immediately shall give written notice to Landlord of any substantial part of damage to the Premises, the Building Building, Project, or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofLand. If the Premises, Building, Project, or the Land are taken totally destroyed by eminent domain an insured peril, or so damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within two hundred ten (210) days after the date of Landlord’s actual knowledge of the damage, then Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, may terminate this Lease shall terminate by delivering to Tenant written notice of termination within thirty (30) days after the damage. If the Premises, Building, Project, or the Land are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within two hundred ten (210) days after the date of Landlord’s actual knowledge of the damage, then Landlord may, at Landlord's electionits expense, relocate Tenant to space reasonably comparable to the Premises, provided that Landlord terminates all other leases notifies Tenant of its intention to do so in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by a written notice given delivered to Tenant within 60 thirty (30) days after the occurrence damage. Such relocation may be for a portion of the event giving rise remaining Term or the entire Term. Landlord shall complete any such relocation within ninety (90) days after Landlord has delivered such written notice to Tenant. If the election to terminate which notice shall specify Premises, Building, Project, or the effective Land are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within two hundred ten (210) days after the date of terminationLandlord’s actual knowledge of the damage, or and if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed relocate Tenant following such damage to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesBuilding, and Landlord receives written notice thereof signed by Tenanta Tenant Party did not cause such damage, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking then Tenant may terminate this Lease by delivering to Landlord written notice given of termination within (15) days following the date on which Landlord notifies Tenant in writing of the estimated time for the restoration. If Landlord estimates that the Premises will remain untenantable for in excess of two hundred ten (210) days, then Tenant may elect to terminate this Lease by written notice delivered to Landlord within 30 thirty (30) days after receipt following Landlord’s delivery to Tenant of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after estimated duration that the date of notice of such terminationPremises will remain untenantable. If in any case Landlord estimated the duration that the Premises are rendered unfit for use would remain untenantable at two hundred ten (210) days or less, and occupation and the Lease is not so terminated, Landlord shall use due diligence following two hundred ten (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1210) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated days’ from the date of casualty or taking until the Premises or remains untenantable, then Tenant may thereafter terminate this Lease upon ten (10) business days’ prior written notice to Landlord (and such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent termination shall be abated effective unless Landlord delivers the Premises in the required condition within said ten (10) business day period). If Landlord estimated the duration that the Premises would remain untenantable at more than two hundred ten (210) days (but neither party elected to terminate this Lease), and the Premises remains untenantable for more than thirty (30) days following the remainder estimated completion date (subject to extension for force majeure and delays caused by Tenant), then Tenant may thereafter terminate this Lease upon ten (10) business days’ prior written notice to Landlord (and such termination shall be effective unless Landlord delivers the Premises in the required condition within said ten (10) business day period). If there is a casualty during the last twelve (12) months of the Term, and if due to such casualty Landlord estimates that the Premises shall remain untenantable for in excess of thirty (30) days, then Tenant may elect to terminate this Lease by written notice delivered to Landlord within ten (10) business days following Landlord’s delivery to Tenant of the estimated duration that the Premises will remain untenantable.

Casualty. Prior to the Closing and Taking ------------------- In case during notwithstanding the Term all or any substantial part pendency of the Premisesthis Agreement, the Building entire risk of loss or the Lot are damaged materially damage by fire earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty shall be borne and assumed by Transferor. If, prior to the Closing any “Material Damage” (as hereinafter defined) occurs, individually or by action in the aggregate, to any portion of public any Project as a result of earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other authority in consequence thereofcasualty, Transferor shall immediately notify Transferee of such fact. In such event, Transferee shall have the option to terminate this Agreement upon written notice to Transferor given not later than thirty (30) days after Transferee’s receipt of such notice from Transferor. Transferee shall have no right to terminate this Agreement as a result of any such damage or are taken by eminent domain destruction that does not constitute Material Damage. If Transferee does not elect or Landlord receives compensable has no right to terminate this Agreement, Transferor shall assign and turn over, and Transferee shall be entitled to receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at Transferee’s option and cost) and Transferee shall receive, as a credit against the Contribution Value, an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement. If Transferee does not elect or has no right to terminate such affected portion of this Agreement by reason of anything lawfully done on pursuance any casualty, Transferee shall have the right to participate in any adjustment of public any insurance claim. As used herein, the term “Material Damage” shall mean damage or other lawful authoritydestruction, this Lease shall terminate at Landlord's electionwith respect to any Property, provided Landlord terminates all other leases in (a) the Building, cost of repair of which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six the greater of $5,000,000.00 and five percent (65%) months from of the date value of casualty or taking Tenant may terminate this Lease by notice given the portion of the Contribution Value allocated to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove Property pursuant to Section 3.1 or 3.3), 2 hereof and (b) which Transferor fails to the condition of the Premises immediately repair in full prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermClosing.

Casualty. and Taking ------------------- In case during Tenant shall give Landlord written notice of any fire or -------- other casualty occurring within the Term all Premises on the next business day following such occurrence or Tenant's knowledge thereof, whichever is later. If the Premises or Project (provided such damage to the Project would constitute an interference with Tenant's quiet enjoyment of the Premises), or any substantial portion of either, shall be damaged by fire or other casualty covered by the insurance carried by Landlord hereunder and the cost of repairing such damage shall not be greater than 10% of the then full replacement cost thereof, then, subject to the following provisions of this Article. Landlord shall repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance carried by Landlord hereunder, (b) by fire or other casualty covered by insurance carried by Landlord hereunder and Landlord's mortgagee requires that such insurance proceeds be used to retire the mortgage debt, or (c) to an extent greater than 40% of the then full replacement cost thereof, then Landlord shall have the option (i) to repair or reconstruct the damaged Premises or Project to substantially the same condition as immediately prior to such fire or other casualty, or (ii) to terminate this Lease by so notifying Tenant within one hundred twenty (120) days after the date of such fire or other casualty, such termination to be effective as of the date of such fire or other casualty. The Rent required to be paid hereunder shall be abated in proportion to the portion of the Premises, if any, which is rendered untenantable by fire or other casualty hereunder until repairs of the Premises are completed or if the Premises are not repaired, until the Expiration Date hereunder. Other than such rental abatement, no damages, compensation or claims shall be payable by Landlord for loss of the use of the whole or any part of the Premises, Tenant's personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. If the Building damage results from the fault or the Lot are damaged materially by fire negligence of Tenant, its agents, employees, licensees or invitees, Tenant shall not be entitled to any abatement or reduction of any Rent or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposessums due hereunder, and Landlord receives written notice thereof signed such damage shall be repaired by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if at Landlord's restoration work option by Landlord, at Tenant's expense. If this Lease is not actually completed within six terminated as provided in (6c)(ii) months from above, all Rent shall be apportioned and paid up to the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant not be required to the foregoing provisions of this Section 7.1) to restore the Premisesrepair or replace any furniture, furnishings, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which other personal property that Tenant may be required entitled to remove from the Premises or any property constructed and installed by or for Tenant pursuant to Section 3.1 6.01 hereof or 3.3), to the condition any installations in excess of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermBuilding Standard.

Casualty. Risk of loss up to and Taking ------------------- including the Closing Date shall be borne by Seller. In case during the Term all event of any immaterial damage or destruction to the Property or any substantial part portion thereof, Seller and Purchaser shall proceed to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing Seller's rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of the Premisessuch damage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the Building term “immaterial damage or the Lot are damaged materially by fire destruction” shall mean such instances of damage or other casualty destruction: (i) which can be repaired or by action restored at a cost of public $1,000,000.00 or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, less; (ii) which may can be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant restored and repaired within 60 one hundred eighty (180) days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty such damage or taking destruction; and (iii) which are not so extensive as to allow any Major Tenant may to terminate its Lease on account of such damage or destruction. In the event of any material damage or destruction to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within the earlier of twenty (20) days after Purchaser is notified by Seller of such damage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Lease by notice given Agreement, whereupon Escrow Agent shall immediately return the Xxxxxxx Money to Landlord within 30 days after receipt of LandlordPurchaser, or (ii) proceed to close under this Agreement, receive (and Seller will assign to Purchaser at the Closing Seller's notice, which notice by Tenant shall specify rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the effective date of termination. The effective date of termination specified either by Landlord period on or Tenant shall be not less than 15 nor more than 30 days after the date Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to deliver to Seller notice of such terminationits election within the period set forth above, Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the preceding sentence. If Purchaser elects clause (ii) above, Seller will cooperate with Purchaser after the Closing to assist Purchaser in any case obtaining the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions insurance proceeds from Seller's insurers. For purposes of this Section 7.1) to restore the PremisesAgreement “material damage or destruction” shall mean all instances of damage or destruction that are not immaterial, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termas defined herein.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put a casualty involving the Premises or such remainder in that will take more than ninety (90) days to repair, as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by Landlord (the “Landlord’s Rebuild Estimate”), then Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease within thirty (30) days after delivery of Landlord’s Rebuild Estimate. Landlord shall provide Landlord’s Rebuild Estimate within thirty (30) days of the date of the applicable casualty. If neither party elects to terminate this Lease as provided above or if neither party has the right to terminate this Lease as provided above, then Landlord shall promptly commence to restore the Premises to substantially the same condition that existed prior to the fire or other casualty (“Landlord’s Repair Obligation”), exclusive of any Alterations, additions, improvements, fixtures and equipment installed by or on behalf of Tenant (whether before or after the Commencement Date). Notwithstanding the foregoing, Landlord shall not be required to fulfill its Landlord’s Repair Obligations to the extent that any lender requires that Landlord’s insurance proceeds be applied to the payment of the mortgage debt or if the casualty is not a claim covered by insurance or if Landlord’s insurance proceeds are insufficient to satisfy the cost of the repair work, and in such event Landlord shall have the right to terminate this Lease upon notice given to Tenant. Notwithstanding the foregoing, if Landlord’s Repair Obligation has not been substantially completed within forty-five (45) days after the estimated restoration date set forth in Landlord’s Rebuild Estimate (the last day of such 45-day period being the “Casualty Termination Date”), Tenant shall have the right to terminate this Lease effective upon thirty (30) days’ prior written notice to Landlord delivered within 30 sixty (60) days after receipt the Casualty Termination Date; provided, however, that such termination shall be null and void if Landlord completes the Landlord’s Repair Obligations prior to the expiration of Landlord's noticesuch sixty (60) day period. In the event that this Lease is terminated as set forth herein, which notice by Tenant the Fixed Rental shall specify be apportioned as of the effective date of termination. The effective date of termination specified either by Landlord or the damage and, provided Tenant is not in default, Tenant shall be not less than 15 nor more than 30 days entitled to a refund from Landlord of amounts for the Fixed Rental or other charges prepaid by Tenant to Landlord for the period arising after the date of notice the casualty. Tenant will have no claim to insurance proceeds with respect to insurance policies maintained by Landlord, condemnation award or proceeds in lieu of such terminationcondemnation; provided that in the event of a casualty, Tenant shall be permitted to retain any insurance proceeds payable under any policy carried by Tenant. If in any case In the event the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods untenantable in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, whole or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may part and neither party terminates as provided herein, then Fixed Rental shall be required equitably abated to remove pursuant to Section 3.1 or 3.3), to reflect the condition portion of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termnot tenantable.

Casualty. and Taking ------------------- In case during Landlord will provide prompt notice to Tenant of any casualty affecting the Term all Property. If Tenant’s Communication Facility or any substantial part improvements are substantially damaged or destroyed, Tenant may terminate this Lease by upon written notice to Landlord. Termination shall be effective immediately after such notice is given, without the payment of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityTermination Fee. Upon such termination, this Lease shall terminate become null and void, and Landlord and Tenant shall have no other further obligations to each other hereunder, other than Tenant’s obligation to remove its property as herein provided and such other provisions that are stated herein to survive said termination. Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Premises, but only until such time (which shall in no event be longer than ninety (90) days from the date of such casualty) as Tenant is able to activate a replacement transmission facility at Landlord's electionanother location; notwithstanding the termination of this Agreement, provided Landlord terminates such temporary facilities will be governed by, and Tenant shall comply with, all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise terms and conditions of this Lease, including, but not limited to, Tenant’s obligation to pay Rent and carry insurance. If Tenant elects to continue this Lease, Tenant shall restore the Premises and/or Communication Facility to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed existing immediately prior to such firedamage or destruction. Tenant shall not unreasonably or unnecessarily delay restoration of its Communications Facility. If Tenant undertakes to rebuild or restore the Premises and/or the Communication Facility, other casualty or taking. In case of a taking of part as applicable, Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Premises at no additional Rent until the reconstruction of the Premises, if Premises and/or the remainder Communication Facility is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition completed (which shall be no later than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3said casualty), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially Leased Premises by fire or other casualty casualty, Landlord agrees to promptly restore and repair the Building or by action of public or other authority in consequence thereofLeased Premises; provided, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityhowever, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in obligation hereunder shall be limited to the reconstruction of the Building, which may Leased Premises, the Tenant Finish Improvements (as such term is defined in that certain Office Lease Agreement dated April 1, 2001 by and between Duke-Weeks Realty Limited Partnership and Tenant) as were originally required to be made notwithstanding by Landlord and the Tenant Improvements as set forth in this Lease. Landlord shall give Tenant written notice within thirty (30) days of the casualty of Landlord's entire interest may be divested, by notice given estimated date to Tenant within 60 days after the occurrence of complete such restoration and repair. In the event giving rise to the election to terminate which that such notice shall specify the effective discloses that such date of terminationcompletion is more than one hundred eighty (180) days from the casualty date, Landlord and Tenant shall endeavor in good faith to agree upon a schedule for the completion of such repair or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate rebuilding. If no such agreement is reached within thirty (30) days of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written receipt of notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from estimating the date of casualty or taking completion, Tenant may terminate this Lease Lease, effective upon the date of casualty, by delivery of written notice given thereof to Landlord within 30 fifteen (15) days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in the thirty (30) day negotiating period identified above. Rent shall proportionately axxxx during the time that the Leased Premises or part thereof are unusable because of any such damage until substantial completion of the restoration. Notwithstanding the foregoing, if the Leased Premises are destroyed by a casualty which either party may is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building, then Landlord may, upon thirty (30) days' written notice delivered to Tenant within thirty (30) days of the casualty, terminate this Lease pursuant with respect to matters thereafter accruing. All restoration shall comply with all construction requirements imposed hereby on the foregoing provisions original construction of this Section 7.1) to restore the Building, Leased Premises, the original Tenant Finish Improvements or in case of taking what may remain thereof (excluding any items installed or paid for by the Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermImprovements.

Casualty. and Taking ------------------- In case during the Term all event of damage to, or any substantial part of the Premisestotal or partial destruction of, the Building or the Lot are damaged materially Premises by fire or other casualty (the “Casualty Damage”), the insurance proceeds, if any, that, as a result of the Casualty Damage, are payable under any fire or casualty insurance maintained by action Tenant relating to the Premises shall be payable to, and shall be the sole property of, Landlord, and, subject to the terms and conditions of public or other authority this Section, Landlord shall cause the prompt and diligent repair and replacement of the Premises as soon as reasonably is possible so that they are in consequence thereofsubstantially the same condition as existed prior to the Casualty Damage. If substantial Casualty Damage occurs at any time during the Lease Term, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease a determination shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given a licensed architect reasonably acceptable to Landlord and Tenant within 60 30 days after such Casualty Damage, of whether Landlord will be able, within a period of six months after such Casualty Damage occurs, to repair and replace the occurrence of Premises so that they are in substantially the event giving rise same condition as existed prior to the election Casualty Damage. If the architect determines that Landlord will not be able, within a period of six months after such Casualty Damage occurs, to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put repair and replace the Premises or such remainder so that they are in substantially the same condition as good or better condition than existed immediately prior to such firethe Casualty Damage, other casualty or taking. In case of a taking of part of the Premisesthen Landlord, if the remainder is insufficient for use for Tenant's purposesat its option, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by upon written notice given to Landlord within Tenant at least 30 days after receipt of Landlord's noticein advance, which notice by Tenant and all obligations hereunder, except those due or mature, shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such terminationcease and terminate. If in any case substantial Casualty Damage occurs during the Premises are rendered unfit for use and occupation and last two years of the Lease is Term, and provided that Tenant has not so terminatedexercised an option for an extension Term, Landlord shall use due diligence (following the expiration of all periods in which either party then Landlord, at its option, may terminate this Lease pursuant upon written notice to Tenant at least 30 days in advance, and all obligations hereunder, except those due or mature, shall cease and terminate. Rent shall not be abated or reduced during any repair or construction following any Casualty Damage. The term “substantially damaged” and “substantial damage” as used in this section, shall mean that the Premises has been damaged to the foregoing provisions extent that the cost of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition such restoration of the Premises immediately prior to the casualty or taking and will exceed a just proportion sum constituting 35% of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area total replacement cost of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. and Taking ------------------- In case during the Term all of damage to or any substantial part destruction of the Premises, whether or not by a risk required to be covered by insurance as set forth in Paragraph 19 of this Lease, this Lease shall not terminate and Tenant shall promptly restore, rebuild, replace or repair (hereinafter referred to as “Restore” or “Restoration”) the Building Premises to substantially the same condition as existed immediately prior to such damage or destruction if, in the Lot are damaged materially good faith estimate of a mutually acceptable architect or contractor, such Restoration can be substantially completed within 180 days from the occurrence of the damage or destruction. Such Restoration shall be commenced promptly and shall thereafter be prosecuted with due diligence. Notwithstanding the foregoing, however, in the case of damage to or destruction of the Premises the Restoration of which cannot be substantially completed within 180 days from the occurrence or if the damage or destruction occurs during the last twelve (12) months of the Term that will render the Premises inaccessible or unusable for purposes of conducting Tenant’s business for a period of ninety (90) days or more, Tenant may elect to terminate this Lease by fire giving Landlord written notice of such election within thirty (30) days following the casualty, in which event Tenant shall have no obligation to Restore the Premises; provided, however, Tenant shall, at its cost, clear the Premises of debris and return the same to a safe and clean condition, and deliver any insurance proceeds (other than those for payable for damages to Tenant’s personal property or other casualty business interruption or by action of public or other authority Tenant’s costs to clear the Premises) to Landlord and/or Landlord’s mortgagee in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityaccordance with Subparagraph 20(e) below. If Tenant elects to terminate this Lease in accordance with this paragraph, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in thirty (30) days following the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives Tenant’s written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case election (the Premises are rendered unfit for use and occupation and "Termination Date”) upon the Lease is not so terminated, Landlord shall use due diligence (following the expiration payment by Tenant of all periods in which either party may terminate rent and all other sums then due and payable under this Lease pursuant to and including the foregoing provisions Termination Date. Said termination shall not release Tenant nor Landlord from the obligations and liabilities of either under this Section 7.1) to restore the PremisesLease, actual or in case of taking what may remain thereof (excluding any items installed contingent, which have accrued on or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermTermination Date.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially 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 xxxxx 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 action of public or other authority in consequence thereofa 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 taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityinsufficient to rebuild the Building and the Leased Premises; then, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premisesclause (a) casualty, if the remainder is insufficient for use for Tenant's purposeseither Landlord or Tenant may, and Landlord receives written notice thereof signed by Tenantor, or in the case of casualty or taking if a clause (b) casualty, then Landlord may, upon thirty (30) days’ written notice to the time needed to do the construction work necessary to put the Premises or such remainder in other party, terminate this Lease as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from of the date of casualty such casualty. Notwithstanding anything to the contrary contained herein, if any such damage or taking Tenant may 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 given to Landlord the other party made within 30 thirty (30) days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such terminationdamage or destruction. If in Tenant waives any case right under applicable laws inconsistent with the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions terms of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termparagraph.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially 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 in place at the time of the Commencement Date or required to be made by Landlord pursuant to Section 2.02 above, if any. Rent shall proportionately xxxxx 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 two hundred ten (210) days from the casualty date; or (b) destroyed by action of public or other authority in consequence thereofa 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 taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityinsufficient to rebuild the Building and the Leased Premises; then, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of clause (a) casualty, either Landlord or Tenant may, or, in the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or case in the case of casualty 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. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph. Notwithstanding anything in this Lease to the contrary, if (i) the Leased Premises is damaged or taking if destroyed during the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six last twelve (612) months from of the Term; or (ii) Landlord fails to substantially complete its repair or restoration obligations within two hundred ten (210) days following the date of casualty or taking such casualty, then Tenant may terminate this the Lease by delivering written notice given to Landlord of its election to terminate within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 thirty (30) days after the date of notice of such termination. If in casualty with respect to (i) above, or, with respect to (ii) above, at any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following time after the expiration of all periods in which either party may terminate this Lease pursuant the applicable time period giving rise to the foregoing provisions Tenant's right to terminate, provided, that Tenant's notice of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury termination shall be abated from deemed null and void if Landlord substantially completes the date Leased Premises within sixty (60) days following receipt of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermTenant's termination notice.

Casualty. and Taking ------------------- In case during the Term all event that the Premises shall be totally destroyed or any substantial part of the Premises, the Building or the Lot are shall be damaged materially 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 action of public fire or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise casualty to the election extent that the same shall be reasonably tenantable by Tenant as mutually agreed to terminate which notice shall specify by the effective date of terminationParties, or if the Premises are totally destroyed and Landlord does not elect to so terminatecancel this Lease pursuant to the preceding sentence, then Landlord shall restore the Premises by repairs or reconstruction, in which notice event the amount of rental payable hereunder shall contain be abated for the period of Landlord's nonbinding estimate ’s repairs in proportion to the amount of the time needed 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 put 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 such remainder in as good or better condition than existed immediately prior other casualty, the Landlord shall be entitled to such fire, other casualty or taking. In case the proceeds of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesall applicable insurance maintained by Landlord, and Landlord receives may, at its option, (a) terminate this Lease by giving Tenant written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six thirty (630) months days from the date of casualty said damage or taking Tenant may terminate this Lease by notice given 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 30 forty-five (45) days after receipt of Landlord's notice, which notice by Tenant shall specify from the effective date of termination. The effective date of termination specified either by Landlord such damage or Tenant destruction, or if the Premises shall be not less than 15 nor more than 30 have been substantially replaced or repaired within one hundred eighty (180) days after the 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 axxxx 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 repair the Premises to substantially the same condition as prior to the damage. Landlord shall commence repair of the damage or destruction within ninety (90) days from the date of occurrence. During the period of such repairs 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. Landlord Tenant Initials Initials In the 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 terminationelection to Tenant within thirty (30) days after such damage or destruction. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminatedIn such event, Landlord shall use due diligence (following receive the expiration proceeds of all periods in which either party may terminate this Lease pursuant the Landlord’s insurance policies without obligation to the foregoing provisions of this Section 7.1) to rebuild or restore the Premises, or in case of taking what may remain thereof (excluding and Tenant shall execute any items installed or paid for by Tenant waiver which Tenant may be required to remove pursuant to Section 3.1 of it by any insurer or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermLandlord.

Casualty. and Taking ------------------- In case during If the Term all Premises are destroyed or any substantial part of the Premises, the Building or the Lot are damaged materially by fire or other casualty or covered by action of public or other authority in consequence thereofa standard fire and extended coverage policy, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, then (unless this Lease is terminated by Landlord as hereinafter provided) Landlord shall terminate at Landlord's electionproceed, provided after adjustment of such loss, to repair or restore the Premises to the condition which Landlord terminates furnished to Tenant upon the commencement of the Term. If the Premises or any part thereof shall be rendered untenantable by any destruction or damage, then a pro rata portion of all other leases rent based upon the number of square feet of area in the Building, Premises which may are untenantable shall be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put abated until the Premises or such remainder part thereof shall have been put in as good tenantable condition. If, however, any destruction or better condition than existed immediately prior damage to such fire, other casualty or taking. In case of a taking of part of the Premises, if Building or Property (regardless of whether or not the remainder Premises are affected) is insufficient for use for Tenant's purposesso extensive that Landlord, and Landlord receives written notice thereof signed by Tenantin its sole discretion, elects not to repair or restore the Premises, Building or Property, or in the case proceeds of casualty insurance are not sufficient or taking if available to fully pay the time needed to do the construction work necessary to put the Premises cost of repair or such remainder in as good or better condition than existed immediately prior to such firerestoration, other casualty or is reasonably estimated by the then Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt effective as of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either the damage by Landlord or written notice to Tenant shall be not less than 15 nor more than given within 30 days after the date of such casualty. Notwithstanding anything to the contrary in this Section 8, Landlord shall, within 60 days after the date of any damage or destruction to the Premises, advise Tenant in writing as to the reasonably estimated time within which the damage or destruction can be repaired or restored. If Landlord reasonably estimates that such damage cannot be repaired within 180 days from the date of the damage, then Tenant may, by written notice to Landlord within 15 days after the receipt of Landlord's notice estimating a time for restoration, elect to terminate this Lease, effective on the 30th day following Xxxxxx's notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing The provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), are subject to the condition rights of any mortgagee of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermProperty.

Casualty. and Taking ------------------- In case the event that, at any time during the Term all or any substantial part of the PremisesTerm, the Building Lessee -------- Radio Facilities shall be destroyed or damaged in whole or in part then Lessee shall, at Lessee's sole cost and expense, cause the Lot are damaged materially by fire same to be repaired, replaced or other casualty rebuilt. Lessee shall commence such repair, replacement or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant rebuilding within 60 sixty (60) days after the occurrence date of such damage or destruction and shall thereafter diligently and continuously prosecute such repair, replacement or rebuilding to completion. In the event the Lessee Radio Facilities are destroyed or damaged in whole or in part at any time during the last year of the event giving rise Term of this Lease to the election to terminate which notice shall specify extent that, in Lessee's reasonable discretion, the effective date Lessee Radio Facilities are not usable in their damaged condition for the conduct of terminationXxxxxx's business, or if Landlord does not elect to so terminateLessee may, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives upon written notice thereof signed by Tenantto OpCo, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by as of the date set forth in such notice given to Landlord within 30 days after receipt of Landlord's notice, [which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 ten (10) days after the date of notice such notice] and all rentals and other sums shall be accounted for between OpCo and Lessee as of such termination. If in date, and Lessee shall immediately remove the Lessee Radio Facilities; provided, however, that Lessee shall repair, at its sole cost and expense, any case damage to the Premises are rendered unfit for use and occupation and or to any improvements caused by such removal. In the Lease is event Lessee has not so terminatedcommenced such repair, Landlord shall use due diligence replacement or rebuilding within sixty (following 60) days after the expiration date of all periods in which either party may such damage or destruction, OpCo may, upon written notice to Lessee prior to commencement of such repair, replacement or rebuilding, terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition as of the Premises immediately prior date sixty (60) days after such damage or destruction. In the event Lessee fails to the casualty complete such repair, replacement or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from rebuilding within one hundred twenty (120) days after the date of casualty such damage or taking until the Premises destruction, OpCo may, upon written notice to Lessee prior to completion of such repair, replacement or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area rebuilding, terminate this Lease as of the Premisesdate one hundred twenty (120) days after such damage or destruction, a just proportion of the fixed rent and additional rent all rentals and other sums shall be abated accounted for the remainder between OpCo and Lessee as of the Termsuch date.

Casualty. and Taking ------------------- In case during If the Term all Building Premises, Office Premises or any substantial part of future improvements on the PremisesBuilding Premises or the Ground Premises (collectively, the Building “Improvements”) shall be damaged or the Lot are damaged materially rendered wholly or partially untenatable by fire or other casualty during the Term of this Lease, Lessee shall be entitled to a fair diminution of the Rent until such time as the Leased Premises are made tenantable, subject, however, to Lessee’s right to terminate this Lease as provided in this Section 7.1 (provided, there shall be no diminution of the Rent for the Ground Premises. Unless this Lease is so terminated, Lessee shall promptly rebuild or by action of public or other authority in consequence thereofrepair the Improvements to substantially their former condition, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or to such other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Buildingcondition reflecting current market conditions as Lessor may approve, which may approval shall not be made notwithstanding Landlord's entire interest may unreasonably withheld. Lessee’s obligation to rebuild shall not be divestedlimited by the amount of insurance proceeds available for rebuilding. In case of any damage or destruction to the Improvements, to the extent the projected cost of rebuilding or repairing the Improvements exceeds [***]) of the replacement cost of the Improvements, Lessee may, at Lessee’s option, by notice in writing given to Tenant Lessor within 60 thirty (30) days after the occurrence of the event giving rise to the election such damage or destruction, elect to terminate which notice this Lease. This Lease shall specify then terminate on the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or specified in the case notice, except as provided below and except with respect to obligations and liabilities of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate Lessor and Lessee under this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective that have arisen on or before such date of termination. The effective date In the event of termination specified either by Landlord termination, the insurance proceeds payable in connection with the damage or Tenant destruction of the Improvements shall be not less than 15 nor more than 30 days after payable to Lessee for the cost of restoring the Leased Premises to a safe and proper condition as provided below; and the balance to Lessor as compensation for the loss of Lessor’s reversionary interest in the Improvements. Upon this termination, regardless of the amount of proceeds available, Lessee shall satisfy and cause to be released any or other encumbrances placed or suffered to be placed on the Leased Premises by Lessee. In addition, Lessee shall do any work (e.g., demolition) necessary that the Leased Premises will be surrendered to Lessor in safe and proper condition. Lessor shall reasonably cooperate (at no cost or expense to Lessor) with Lessee in Xxxxxx’s seeking of any incentives or grants available to complete such demolition. Rent shall be prorated as of the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. If, at any time after the Effective Date and Taking ------------------- In case during the Term all prior to Closing or any substantial part earlier termination of the Premisesthis Agreement, the Building a Property is damaged or the Lot are damaged materially destroyed by fire or any other casualty or by action (a “Casualty”), the Seller shall give written Notice of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in each such Casualty to the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days Purchaser promptly after the occurrence of such Casualty, and then the event giving rise Purchaser shall have the right to elect, by providing written Notice to the Seller within thirty (30) Calendar Days after the Purchaser’s receipt of the Seller’s written Notice of such Casualty, to (a) terminate this Agreement in its entirety, (b) terminate this Agreement with respect to the Property that is the subject of the Casualty and receive a corresponding reduction in the Purchase Price based on the Talega Allocated Purchase Price or the Valencia Allocated Purchase Price, as applicable (the “Allocated Purchase Price”) or (c) proceed to Closing, without terminating this Agreement, in which case the Seller shall transfer and assign to the Company and its Subsidiaries all of Seller’s right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by Seller with respect to the Property, except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by the Seller for the period prior to the Closing. If the Purchaser fails to provide written Notice of its election to terminate which notice the Seller within such 30 Calendar Day time period, then the Purchaser shall specify be deemed to have elected to proceed to Closing pursuant to clause (b) of this preceding sentence. If the effective date of terminationClosing is scheduled to occur within the Purchaser’s thirty (30) Calendar Day election period, or if Landlord does not elect to so terminate, which notice the Closing Date shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from be postponed until the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days which is five (5) Business Days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1such thirty (30) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermCalendar Day election period.

Casualty. and Taking ------------------- In case during If the Term all Premises or Project, or any substantial portion of either, shall be damaged by fire or other casualty covered by the insurance carried by Landlord hereunder and the cost of repairing such damage shall not be greater than 10% of the then full replacement cost thereof, then, subject to the following provisions of this Article, Landlord shall diligently proceed to repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance carried by Landlord hereunder, (b) by fire or other casualty covered by insurance carried by Landlord hereunder and Landlord’s mortgagee requires that such insurance proceeds be used to retire the mortgage debt, or (c) to an extent greater than 10% of the then full replacement cost thereof, then Landlord shall have the option (i) to repair or reconstruct the damaged Premises or Project to substantially the same condition as immediately prior to such fire or other casualty, or (ii) to terminate this Lease by so notifying Tenant within thirty (30) days following Landlord’s receipt of its insurance adjustment (which Landlord shall promptly apply for following the occurrence of such fire or casualty) after the date of such fire or other casualty, such termination to be effective as of the date of such fire or other casualty. The Rent required to be paid hereunder shall be abated in proportion to the portion of the Premises, if any, which is rendered untenantable (as defined in Section 5.03 hereof) by fire or other casualty hereunder until repairs of the Premises are completed, or if the Premises are not repaired, until the Expiration Date hereunder commencing as of the date of such fire or casualty. Other than such rental abatement, no damages, compensation or claims shall be payable by Landlord for loss of the use of the whole or any part of the Premises, Tenant’s personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. If the Building damage results from the fault or the Lot are damaged materially by fire negligence of Tenant, its agents, employees, licensees or invitees, Tenant shall not be entitled to any abatement or reduction of any Rent or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposessums due hereunder, and Landlord receives written notice thereof signed such damage shall be repaired by Tenant, or at Landlord’s option by Landlord, at Tenant’s expense. If this Lease is terminated as provided in (c) (ii) above, all Rent shall be apportioned and paid up to the case date of casualty such termination. Landlord shall not be required to repair or taking if the time needed replace any furniture, furnishings, or other personal property that Tenant may be entitled to do the construction work necessary to put remove from the Premises or any property constructed and installed by or for Tenant pursuant to Section 6.01 hereof or any installations in excess of building standard. In the event (i) in the opinion of a reputable third party contractor selected by Landlord within twenty (20) days following Landlord’s receipt of its insurance adjustment, such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is repairs and/or reconstruction cannot reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually be substantially completed using diligent efforts within six one hundred twenty (6120) months from days after the date of casualty the commencement of such repair and/or reconstruction work or taking (ii) Landlord commences such repairs and/or reconstruction and such repairs and/or reconstruction are not substantially completed using diligent efforts within one hundred eighty (180) days after the date of Landlord’s receipt of its insurance adjustment, Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt effective as of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of the occurrence of such fire or casualty by delivering written notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant termination to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermLandlord.

Casualty. and Taking ------------------- In case during the Term all event of a fire or any substantial part of other casualty in the Leased Premises, Tenant shall immediately give notice thereof to Landlord. If the Building or the Lot are damaged materially Leased Premises shall be destroyed by fire or other casualty so as to render the Leased Premises untenantable in whole or by action in part, Base Rental shall xxxxx equitably thereafter as to the portion of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason the Leased Premises rendered untenantable (based upon the square footage of anything lawfully done on pursuance the Net Rentable Area rendered untenantable) until the earlier to occur of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 6.10. sixty (60) days after the occurrence date Tenant is permitted to commence repair of its leasehold improvements for the portion of the event giving rise Leased Premises so damaged, or 6.11. the date the Leased Premises are made tenantable. Landlord agrees to commence and prosecute repair of the Building Standard Improvements promptly and with all due diligence, and Tenant agrees to commence and prosecute repair of its leasehold improvements promptly and with all due diligence, subject in each case to delays for insurance adjustments and delays caused by matters beyond the applicable party's control, zoning laws and building codes then in effect, and to the election to terminate which notice shall specify termination rights set forth below. In the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate event any portion of the time needed to put the Premises Complex is damaged by fire or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposescasualty, and if such damage is such that Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed cannot reasonably be expected to do the construction substantially complete its repair work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six one hundred eighty (6180) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminatedcasualty, as reasonably estimated by a responsible contractor selected by Landlord, then Landlord shall use due diligence (following have the expiration of all periods in which either party may right to terminate this Lease pursuant and all Rent owing under this Lease up to the foregoing provisions time of such destruction or termination shall be paid by Tenant and thenceforth this Lease shall cease and come to an end. Landlord shall give Tenant written notice of its decisions, estimates or elections under this Section 7.16.5 within sixty (60) days after any such damage or destruction. In the event any portion of the Leased Premises is damaged by fire or other casualty, and if such damage is such that Landlord cannot reasonably be expected to substantially complete its repair work of the Building Standard Improvements within the Leased Premises within one hundred eighty (180) days after the date of the casualty to the extent necessary to allow Tenant to commence repair of its leasehold improvements, as reasonably estimated by a responsible contractor selected by Landlord, and Landlord has not terminated this Lease as herein provided, then Tenant shall have the right, within thirty (30) days after Landlord delivers the estimate to Tenant of time to restore, to terminate this Lease. Notwithstanding anything to the contrary contained in this Section 6.5, if at the time of any damage to the Complex, less than one (1) year remains in the Term, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease. Additionally, notwithstanding anything to the contrary contained in this Section 6.5, (a) Landlord shall be obligated to restore or rebuild (i) the Premisesdamaged property only to the extent of the net insurance proceeds made available to Landlord for restoration or rebuilding by the holder of any mortgage or deed of trust or lessor under any ground lease, or in case and (ii) only the portion of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), the Leased Premises that consists of Building Standard Improvements and only to the condition of the Premises that existed immediately prior to the casualty or taking casualty, and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury nothing herein shall be abated from construed to obligate Landlord under any circumstances to repair or restore any of Tenant's leasehold improvements in excess of Building Standard Improvements, and (b) if the date Leased Premises, the Project, or the Complex, or any portion thereof, shall be damaged through the negligence or willful misconduct of casualty Tenant or taking until any of its agents, employees or invitees, the Premises or such remainder shall have been restored cost of any repairs made by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent not covered by insurance proceeds received by Landlord shall be abated for the remainder of the Termpaid by Tenant and Rent shall continue unabated.

Casualty. (a)If, at any time after the Effective Date and Taking ------------------- In case during prior to Closing or earlier termination of this Agreement, the Term all Property or any substantial part of the Premises, the Building portion thereof are destroyed or the Lot are damaged materially by fire or any other casualty or by action (a “Casualty”), Seller shall give written notice of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given each such Casualty to Tenant within 60 days Purchaser promptly after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of terminationsuch Casualty, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premisesand, if the remainder is insufficient for use for Tenant's purposescost to repair the damage resulting from such Casualty would equal or exceed One Hundred Thousand and No/100 Dollars ($100,000.00) or such Casualty would otherwise materially impair the value of the Property, and Landlord receives Purchaser shall have the right to elect, by providing written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed Seller within six thirty (630) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after Purchaser's receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of written notice of such terminationCasualty, to (i) terminate this Agreement in its entirety, or (ii) proceed to Closing, without terminating this Agreement, in which case Seller shall (A) provide Purchaser with a credit against the Purchase Price in an amount equal to the lesser of: (y) the applicable insurance deductible plus any uninsured amount of the repair or restoration cost, and (z) the reasonable estimated costs for the repair or restoration of the Property required by such Casualty, and (B) transfer and assign to Purchaser all of Seller's right, title and interest in and to all proceeds from all casualty, business interruption, lost profits, and other applicable insurance policies maintained by any Seller with respect the Property (except those proceeds specifically payable in connection with and allocable to business interruption and lost profits and costs incurred by any Seller for the period prior to the Closing) to the extent assignable, and if such proceeds are not assignable, Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to the amount of such proceeds. If the Closing is scheduled to occur within Purchaser's thirty (30) day election period, the Closing Date shall, upon Purchaser's election, be postponed until the date which is five (5) Business Days after the expiration of such thirty (30) day election period. (b)Notwithstanding anything to the contrary contained herein, if at any time after the Effective Date and prior to Closing, a Casualty occurs with respect to any building fully or partially occupied by any Permitted Tenant, Seller shall promptly notify Purchaser in any case writing of such Casualty and shall comply with the Premises are rendered unfit for use casualty provisions of the Lease of such Permitted Tenant. If such Lease may be terminated as a result of the Casualty, then Seller shall, concurrently with Seller's notice of Casualty, notify Purchaser of such right to terminate such Lease and occupation and Purchaser shall have the right to elect, by providing written notice to Seller within the timeframes allowed under the Lease, to cause Seller to (i) terminate the Lease in its entirety; or (ii) to comply with the terms of the Lease with respect to the Casualty. In the event the Lease is not so terminated, Landlord shall use due diligence (following terminated and under the expiration terms of all periods in which either party may terminate this the Lease pursuant Seller is to make repairs to the foregoing premises demised by such Lease, Purchaser shall have the right to delay Closing until such repairs are completed, and the Closing shall be conditioned upon written confirmation from such Permitted Tenant (including delivery from such Permitted Tenant to Purchaser of an estoppel certificate, in form acceptable to Purchaser) that such repairs were satisfactorily completed and such Lease are in full force and effect. Seller shall indemnify and defend, at its sole cost and expense, Purchaser, its successors and assigns, for any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) actually incurred of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of any repairs performed after the Effective Date and prior to Closing under any casualty provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.Leases. 29 10.5

Casualty. If the Premises or the Building shall be damaged or ----------- -------- destroyed by fire or other casualty insurable under standard coverage insurance to the extent of less than fifty percent (50%) 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, but Landlord's obligation hereunder shall be limited to the performance of Landlords work, if any, in accordance with Exhibit B hereof and Taking ------------------- In case during --------- shall also be subject to zoning and building laws then applicable to the Term Premises. Landlord's obligation hereunder shall be limited to the proceeds received and retained by Landlord 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. Tenant shall repair or restore with due diligence all trade fixtures, equipment and other installations theretofore installed by Tenant and damaged or destroyed by such fire or casualty and shall be entitled to retain all insurance proceeds relating thereto. If the Premises or the building of which they are a part shall be damaged or destroyed to the extent of fifty percent (50%) 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 covered by insurance, or shall be damaged or destroyed to any substantial part extent by any cause in the last year of the then current term of this Lease (unless Tenant shall have exercised prior to the date of said fire or other casualty or then exercises any remaining option to extend the term of this Lease), or if the Property (whether or not including the Premises or 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, the Landlord may at its sole election restore or rebuild the Premises, the Building or the Lot are Property, as the case may be, or terminate this Lease; provided, however, Tenant's Lease shall not be the only lease in the Building so terminated in the event lease termination is on account of damage or destruction to the extent of twenty-five percent (25%) or more of the reasonable replacement value of the Property; and provided further, however, if said termination is as a result of a fire or other casualty having occurred during the last year of the then current term of this Lease, Tenant may invalidate said termination by exercising within thirty (30) days after Landlord's notice of termination any remaining option to extend the term of this Lease, In any instance where Landlord shall have an election 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. Tenant shall, during any period of reconstruction or repair of the Premises, the Building and/or of the Property continue the operation of its business in the Premises to the extent reasonably practicable. If the Premises or any part thereof, or the Building shall be damaged materially or destroyed by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate (irrespective of the time needed to put when such damage or destruction shall occur, and irrespective of whether or not Landlord shall be insured against the perils causing same) and if as a result thereof the Premises shall be rendered untenantable to an extent which would reasonably require the Tenant to curtail a part of its business operation, then a just proportion of the Rent and Additional 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 be substantially completed and (i) sixty (60) days shall have elapsed from the date of completion of the Landlords restoration work, or (ii) the Tenant shall be operating in the entire Premises, whichever shall first occur, or (iii) if this Lease and the term hereof shall terminate as hereinbefore provided, until such remainder in as good or better condition than existed immediately prior to such fire, other casualty or takingtermination. In case of a taking of part of the Premises, if event the remainder Lease is insufficient for use for Tenant's purposes, not terminated and Landlord receives written notice thereof signed by Tenant, or in the case shall fail to achieve substantial completion of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's repairs and restoration work is not actually completed within six (6) months from the date time of casualty destruction or taking casualty, (provided, however, that such time period shall be extended day-for-day by any delays caused by Tenant and for up to a maximum of thirty (30) days as a result of any force majeure), and Tenants use and enjoyment of the Premises is then materially impaired by the uncompleted restoration, Tenant may, at its option, deliver notice (the "Notice of Intent to Terminate") to Landlord of Tenants intent to terminate this Lease. If Landlord fails to achieve substantial completion of such repair and restoration within thirty (30) days of Landlord's receipt of the Notice of Intent to Terminate, then Tenant may at its option terminate this Lease by delivering a further notice given of termination (the "Termination Notice") to Landlord within 30 days after receipt at any time thereafter, but prior to substantial completion of Landlord's noticesuch repair and restoration, which notice by Tenant whereupon the Lease shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after end on the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermTermination Notice.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of If the Premises, the Building or the Lot are Property shall be damaged materially 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 by action of public or other authority in consequence thereofdestruction, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityshall, this Lease shall terminate at except as otherwise provided herein, repair and/or rebuild the same with reasonable diligence, but Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant obligation hereunder shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), limited to the condition of the Premises immediately prior as of the Rent Commencement Date hereof and shall also be subject to zoning and building laws then applicable to the casualty Premises. 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. Tenant shall repair or taking restore with due diligence all trade fixtures, equipment and a just proportion 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. Within sixty (60) days after any damage to the Premises or the Property by fire or other casualty, Landlord shall give written notice to Tenant of Landlord's reasonable estimate of the fixed rent and additional rent time required to complete the restoration of the Premises or the Property according to this Section XV (including any time needed to collect proceeds of insurance from such damage). If the nature and extent estimate of the injury shall be abated time to complete such restoration exceeds two hundred-ten (210) days from the date of casualty or taking until receipt of such notice, Tenant shall have the right to terminate this Lease within thirty (30) days after receiving such notice from Landlord. If the Premises shall be damaged as a result of a risk which is not required to be covered by insurance under this Lease, or if the Premises shall be damaged or destroyed to the extent of 25% or more of its reasonable replacement value in the last two (2) years of the then current term of this Lease (unless Tenant shall exercise, before or after to the date of such remainder damage, any remaining option to extend the term of this Lease), Landlord shall have been restored the right to terminate this Lease within sixty (60) days after such damage occurs. In any instance where Landlord or Tenant shall have an election to terminate this Lease by Landlord 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 case of a taking which permanently reduces the area of the Premisessuch event, a just proportion of the fixed rent if Landlord shall elect to restore or rebuild, Landlord shall proceed to do so and additional rent Tenant shall be abated for the remainder of the Term.replace or restore with due diligence all

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Building, the Leased Premises, the Building or the Lot are damaged materially Common Areas by fire or other casualty or by action of public or other authority in consequence thereofcasualty, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityagrees promptly to restore and repair same; provided, this Lease shall terminate at however, Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise ’s obligation hereunder with respect to the election to terminate which notice Leased Premises shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice include Tenant’s Property. Rent shall contain Landlord's nonbinding estimate of proportionately xxxxx during the time needed to put that the Leased Premises or part thereof are unusable because of any such remainder in as good or better condition than existed immediately prior to such fire, other casualty or takingdamage. In case of a taking of part of Notwithstanding the Premisesforegoing, if the remainder Landlord determines that Building or 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, within ninety (90) days from the casualty date, if the damage or destruction occurs during the final twelve (12) months of the Lease Term); 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 for use for Tenant's purposesto rebuild the Building and the Leased Premises, and then Landlord receives shall give written notice thereof signed by Tenant, to Tenant of such determination (the “Casualty Notice”) within sixty (60) days of such casualty. Either Landlord or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by giving written notice given (the “Termination Notice”) to Landlord the other party within 30 thirty (30) days after Tenant’s receipt of Landlord's noticethe Casualty Notice. In the event this Lease is terminated pursuant to the preceding sentence, which notice by Tenant shall specify the effective date of termination. The effective date of such termination specified either by Landlord or Tenant shall be effective as of the forty-fifth (45th) day following a party’s delivery of the Termination Notice. During any time period of construction following a casualty, Landlord shall use reasonable efforts to provide Tenant with temporary space from which to operate at a rental rate to be agreed upon at that time. If the Lease is not less than 15 nor more than 30 terminated pursuant to the provisions above and Landlord fails to substantially complete the restoration and repair of the Leased Premises within three hundred sixty-five (365) days after the date of notice of the casualty (as such termination. If period may be extended due to force majeure, as defined in Section 16.03 below, and any case delay caused by Tenant’s acts or omissions), then Tenant shall have the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may right to terminate this Lease pursuant upon written notice to the foregoing provisions of this Section 7.1) to restore the PremisesLandlord, or in case of taking what may remain thereof (excluding any items installed or paid for so long as Tenant’s written notice is received by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately Landlord prior to the casualty or taking Landlord’s substantial completion of such restoration and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termrepair.

Casualty. and Taking ------------------- The Sellers shall, upon becoming aware thereof, deliver prompt written notice to the Purchaser of any damage or destruction with respect to the Property (exclusive of immaterial damages to be repaired prior to Closing or that is the responsibility of a Tenant). In case during the Term all event of any immaterial damage or destruction to the Property or any substantial part portion thereof, the Sellers and the Purchaser shall proceed to close under this Agreement, and the Purchaser will receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due to the applicable Seller or Sellers as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and the Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies (not to exceed the reasonable cost of repairing such casualty). For purposes of this Agreement, the term “immaterial damage or destruction” shall mean such instances of damage or destruction which can be repaired or restored at a cost equal to or less than [****] of the PremisesPurchase Price. In the event of any material damage or destruction with respect to the Property (being damage or destruction which is not deemed immaterial in accordance with the preceding paragraph), the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofPurchaser may, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divestedits option, by written notice to the Sellers given to Tenant within 60 fifteen (15) days after the occurrence Purchaser is notified in writing by the Sellers of such damage or destruction (with the Closing being extended as necessary to provide the Purchaser the above-allowed time in which to respond), (i) terminate this Agreement, whereupon the Escrow Agent shall promptly return the Xxxxxxx Money to the Purchaser, in which event the parties shall have no further rights and liabilities hereunder except with respect to those matters specifically surviving the termination of this Agreement, or (ii) proceed to close under this Agreement, receive any insurance proceeds (including any rent loss insurance applicable to the period on or after the Closing Date) due the applicable Seller or Sellers as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds) and assume responsibility for such repair, and the Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If the Purchaser fails to deliver to the Sellers written notice of its election within the period set forth above, the Purchaser will conclusively be deemed to have elected to proceed with the Closing as provided in clause (ii) of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termpreceding sentence.

Casualty. and Taking ------------------- In case during If the Term all Property is damaged or any substantial part of the Premises, the Building or the Lot are damaged materially destroyed by fire or other casualty prior to the Closing then promptly after Seller becomes aware of the damage or destruction Seller will notify Purchaser thereof (the “Damage Notice”). If the damage or destruction is not a Material Casualty (as defined below), Closing will proceed in accordance with the terms of this Agreement for the full Purchase Price, notwithstanding the damage or destruction; provided, however, that Seller will pay or assign to Purchaser at Closing (i) all insurance proceeds, if any, resulting from such casualty damage and credit to Purchaser, (ii) any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or assigned and (iii) any uninsured or underinsured loss relating to such Material Casualty including any loss of rent to be suffered or incurred by action Purchaser following the Closing as a result of public such damage or destruction; provided, however, Seller shall not compromise, settle or adjust any claims to such insurance proceeds without Purchaser’s prior written consent. If damage or destruction is a Material Casualty, either Seller or Purchaser may elect to terminate this Agreement by delivering written notice to the other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 ten (10) days after the occurrence date of the Damage Notice (and Closing will be extended as needed to provide for such 10-day period), in which event giving rise the Deposit will be refunded to Purchaser. If neither party terminates this Agreement within the 10-day period, Closing will proceed in accordance with the terms of this Agreement for the full Purchase Price, notwithstanding the damage or destruction and Seller will pay or assign to Purchaser at Closing all insurance proceeds, if any, resulting from the casualty and credit to Purchaser any applicable deductible amounts under the insurance policies pursuant to which the insurance proceeds are paid or assigned. As used in this Section 9.1, a “Material Casualty” shall mean damage or destruction to the election to terminate Property which notice shall specify the effective date results in a cost of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate repair in excess of five percent (5%) of the time needed to put the Premises or such remainder Purchase Price and if repairs will, in as good or better condition Seller’s and Purchaser’s reasonable estimation, take less than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from to effectuate, or if such damage or destruction (i) results in the date right of casualty any tenant(s) leasing the aggregate three percent (3%) or taking Tenant may more of the rentable square footage of the Building having the right to terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's noticetheir Leases unless each such tenant shall expressly and irrevocably waive such right in writing, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant ii) restricts access to the foregoing provisions Property or a reasonable location for Purchaser to place its generators, (iii) represents a portion of this Section 7.1) the Improvements related to restore the Premisesconduct of the operation thereof as a datacenter, or (iv) results in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and Property not being in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termcompliance with applicable zoning requirements.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially 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, and the Leased Premises as otherwise existed prior thereto. Rent shall proportionately xxxxx during the time that the conduct of Tenant’s business in the Leased Premises for the Permitted Use is not reasonably possible and a reasonable period of time (which in no event shall exceed 14 days) thereafter to allow Tenant to restore, replace and move in its alterations, additions, improvements, fixtures, trade fixtures, equipment, furniture and personal property and prepare for reopening. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot reasonably be repaired or rebuilt within one hundred eighty (180) days from the casualty or date; (b) destroyed by action of public or other authority in consequence thereofa casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto, after Landlord makes reasonable efforts, to obtain such release, or are taken by eminent domain insufficient (and for such purpose the amount of any deductibles shall be considered to be released insurance proceeds) to rebuild the Building and the Leased Premises, or Landlord receives compensable (c) if such damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in is substantial and occurs during the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence last twelve (12) of the event giving rise to the election to terminate which notice shall specify the effective date of terminationLease Term; then, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premisesclause (a) casualty, if the remainder is insufficient for use for Tenant's purposeseither Landlord or Tenant may, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if a clause (b) casualty, then Landlord may, or, in the time needed case of a clause (c) casualty, then Tenant may, upon forty five (45) days’ written notice to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fireother party, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by with respect to matters thereafter accruing, such notice to be given to Landlord within 30 no later than thirty (30) days after receipt such casualty. Tenant waives any right under applicable laws inconsistent with the terms of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such terminationthis paragraph. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either neither party may terminate terminates this Lease pursuant to this Article 9 and the foregoing provisions Leased Premises are not rebuilt within 180 days subject to force majeure not to exceed sixty (60) days, anything to the contrary contained in Section 16.03 notwithstanding, and Tenant caused delays then, Tenant has the right to terminate this Lease upon written notice to Landlord, delivered to Landlord within ten (10) days after the expiration of this Section 7.1) to restore such 180 day period (as the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant same may be required to remove pursuant to Section 3.1 or 3.3so extended), to the condition . Landlord shall give Tenant reasonable advance notice of the Premises immediately prior to the casualty or taking completion of any repairs and a just proportion restoration required of the fixed rent it under this Article 9 and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermArticle 10 below.

Casualty. and Taking ------------------- In case during If the Term all or any substantial part of the Premises, the Building Premises or the Lot are Project is damaged materially 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 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 three hundred sixty-five (365) days following the date of such destruction or casualty, then either Landlord or Tenant may by action 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 public the negligence or other authority in consequence thereofwillful 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 are taken Project; Tenant shall restore or replace the improvements to the Premises required to be insured by eminent domain 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 receives compensable damage by reason shall restore or replace the damaged or destroyed portions of anything lawfully done on pursuance 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 public or other lawful authorityinsurance proceeds. If either party elects to terminate this Lease as provided in this Section, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in on the Building, date which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 is thirty (30) days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from following the date of casualty or taking Tenant may terminate this Lease by the notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord 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 Tenant earlier termination of this Lease, neither party shall be not less than 15 nor more than 30 days after have any liability to the date of notice 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 in any case the Premises or any portion of the Project are rendered unfit for use damaged or destroyed by fire or other casualty caused by the recklessness or 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 occupation and expense. Notwithstanding anything in this Section to the Lease is not so terminatedcontrary, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant have no obligation to the foregoing provisions of this Section 7.1) to repair or restore the PremisesPremises or the Project on account of damage resulting from any casualty which occurs during the last twelve (12) months of the Term, or in case if the estimated cost of taking what may remain thereof such repair or restoration would exceed fifty percent (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition 50%) of the Premises immediately reasonable value of the Building prior to the casualty or taking casualty. The abatement of Rent, if applicable hereunder, and a just proportion termination of this Lease by Xxxxxx, if applicable hereunder, are the fixed rent and additional rent according sole remedies available to Tenant in the nature and extent of the injury shall be abated from the date of casualty or taking until event the Premises or such remainder shall have been restored the Project is damaged or destroyed, in whole or in part, by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termfire or other casualty.

Casualty. In the event the leased Premises or the said Building is destroyed or injured by fire, earthquake or other casualty, then Lessor may, at Lessor’s option, proceed with reasonable diligence to rebuild and Taking ------------------- In case restore the said Premises or such part thereof as may be injured as aforesaid, provided that within sixty (60) days after such destruction or injury Lessor will notify Lessee of Lessor’s intention to do so, and during the Term all period of such rebuilding and restoration the rent shall be abated on the portion of the Premises that is unfit for occupancy. During any period of abatement of rent due to casualty or any substantial part destruction of the Premises, Lessor shall use its best efforts to locate comparable space for Lessee at the Building or 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 Lot premises leased hereunder. Notwithstanding the foregoing, if the Premises are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofany peril and Lessor does not terminate this Lease, then Lessee shall have the option to terminate this Lease if the Premises cannot be, or are taken not in fact, fully restored by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given Lessor to Tenant their prior condition within 60 ninety (90) calendar days after the occurrence of damage. Lessor shall not have the event giving rise right to terminate this Lease if the damage to the election to terminate which notice shall specify the effective date of termination, or if Landlord Building does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put affect the Premises or such remainder in as good is (a) due to a risk required to be insured against under Section 22 of this Lease or better condition (b) relatively minor (e.g., repair or restoration would cost less than existed immediately prior to such fire, other casualty or taking. In case of a taking of part ten percent (10%) of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition replacement cost of the Premises immediately prior Building). Whenever Rent is to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premisesunder this Lease, a just proportion of the fixed rent all Rent and additional rent shall be equitably abated for based upon the remainder extent to which Lessee’s use of the TermPremises is diminished. Notwithstanding anything to the contrary in the Master Lease (defined below), Lessor’s obligations to restore the Premises and rights to terminate this Lease or the Master Lease following a casualty shall, effective as of the date of execution of this Lease, be as set forth in this Section 26.

Casualty. If fire or other casualty damages the Premises or common areas of the Property necessary for Tenant's use and Taking ------------------- In case 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 Term all or any substantial part 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 Building Property or the Lot are Premises, or any part thereof, is damaged materially by fire or other casualty before the Commencement Date or by action during the term of public this Lease and (a) such fire or other authority in consequence thereofcasualty 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 taken not adequate to pay the entire cost, as reasonably estimated by eminent domain Xxxxxxxx, of the repair and restoration work to be performed by Xxxxxxxx, or (c) the repair and restoration work to be performed by Landlord receives compensable damage cannot, as reasonably estimated by reason Xxxxxxxx, be completed within four (4) months after the occurrence of anything lawfully done on pursuance of public such fire or other lawful authoritycasualty, this Lease then, in any such event, Landlord shall terminate at Landlord's election, provided Landlord terminates all other leases in have the Building, which may be made notwithstanding Landlord's entire interest may be divestedright, by giving written notice given to Tenant within 60 sixty (60) days after the occurrence of the event giving rise to the election such fire or other casualty, to terminate which notice shall specify this Lease as of the effective date of termination, or if such notice. If Landlord does not elect exercise the right to so terminateterminate this Lease in accordance with this Section 11.1, this Lease shall (subject to the terms of this Section 11.1) remain in full force and effect and Landlord shall repair such damage and restore the Property and the Premises to substantially the same condition in which notice the Property and the Premises existed before the occurrence of such fire or other casualty. Landlord shall contain Landlordnot be obligated to repair 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 nonbinding estimate sole cost and expense, repair and replace all such movable furniture, equipment, trade fixtures and personal property. A total destruction of the time needed to put the Premises or such remainder in Property shall automatically terminate this Lease effective as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termtotal destruction.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the Premises, the Building or the Lot are damaged materially by If fire or other casualty damages the 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 action such damage. Tenant shall be entitled to a reduction in Base Rent in the proportion that the area of public 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 tire or other authority in consequence thereofcasualty 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 taken not adequate to pay the entire cost, as reasonably estimated by eminent domain or Landlord receives compensable damage Landlord, of the repair and restoration work to be performed by reason Lanxxxxx, xr (c) the repair and restoration work to be performed by Xxxxxxxd cannot, as reasonably estimated by Landlord, be completed within four (4) months after the occurrence of anything lawfully done on pursuance of public such tire or other lawful authoritycasualty, then, in any such event. Landlord shall have the right, by giving written notice to Tenant within sixty (60) days alter the occurrence of such fire or other casualty, to terminate this Lease as of the date of such notice, if Landlord does not exercise the right to terminate this Lease in accordance with this section, this Lease shall terminate at Landlord's election, provided (subject to the terms of this section) remain in full force and effect and Landlord terminates all other leases shall repair such damage and restore the Property and the Premises to substantially the same condition in which the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after Property and the Premises existed before the occurrence of such lire or other casualty. Landlord shall not be obligated to repair any damage to. or to make any replacement of. any movable furniture, equipment, trade fixtures or personal property in the event giving rise to the election to terminate which notice shall specify the effective date of terminationPremises. Tenant shall, or if Landlord does not elect to so terminateat Tenant's sole cost and expense, which notice shall contain Landlord's nonbinding estimate repair and replace all such movable furniture, equipment, trade fixtures and personal property. A total destruction of the time needed to put the Premises or such remainder in Property shall automatically terminate this Lease effective as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termtotal destruction.

Casualty. and Taking ------------------- In case during If the Term all premises or any substantial part of the Premises, the Building or the Lot are thereof shall be damaged materially ------------ -------- by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminatedcasualty, Landlord shall use due diligence (following proceed with reasonable diligence, and at the expiration expense of all periods in which either party may terminate this Lease pursuant Landlord, to the foregoing provisions of this Section 7.1) repair or cause to be repaired such damage. Landlord's responsibility to restore the Premises, or premises shall be limited to Landlord's obligations as set forth on the attached Build-Out Drawings and shall be subject to all zoning and building codes then applicable; Tenant shall at Tenant's expense restore and repair the premises to the extent of Tenant's obligations as set forth in case the Build-Out Drawings and shall be subject to all zoning and building codes then applicable. All repairs to and replacement of taking what may remain thereof (excluding any items installed or paid for by Tenant Tenant's property and property which Tenant may be required to remove pursuant to Section 3.1 as provided in Sections XII and XIV shall be made by and at the expense of Tenant. If the premises or 3.3)any part thereof shall have been rendered unfit for use and occupation hereunder by reason of such damage, to the condition of the Premises immediately prior to the casualty yearly rent and Additional Rent, or taking and a just proportion of the fixed rent and additional rent proportionate part thereof, according to the nature and extent to which the premises shall have been so rendered unfit, shall be suspended or abated until the premises (except as to the property which is to be repaired by or at the expense of Tenant) shall have been restored as nearly as practicably may be to the condition in which they are immediately prior to such fire or other casualty. Landlord shall not be liable for delays in the making of any such repairs which are due to government 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. In case the Building is so damaged by such fire or other casualty that substantial alteration or reconstruction of the injury Building shall be abated required, then, whether or not the premises shall have been damaged by such fire or other casualty, this Lease and the term hereof may be terminated at the election of Landlord or Tenant by a notice in writing of its election so to terminate which shall be given to the other party within sixty (60) days following such fire or other casualty, the effective termination date of which shall be not less then thirty (30) days after the date on which such termination notice is received. In the event of any such termination, this Lease and the term hereof shall expire as of such effective termination date and the yearly rent and Additional Rent shall be apportioned as of such date; and if the premises or any part thereof shall have been rendered unfit for use and occupation by reason of such damage, the yearly rent and Additional Rent for the period from the date of the fire or other casualty to the effective termination date, or taking until a just and proportionate part thereof, according to the Premises or such remainder nature and extent to which the premises shall have been restored by Landlord rendered unfit, shall be abated. In the event neither party having the right to so terminate this lease does so, and in case of a taking the further event that Landlord fails to repair or cause to be repaired the damage caused to the premises on or before the date which permanently reduces is 180 days subsequent to the area date of the Premisesfire or other casualty, a just proportion then Tenant shall have the right to terminate this lease by written notice given to Landlord within ten (10) days following the expiration of said 180 day period, said termination to be effective not less than forty-five (45) days after the date of such notice; provided however, in the event Landlord shall thereafter substantially complete the repair of the fixed rent and additional rent damage caused to the premises on or before the date which is 210 days subsequent to the date of the fire or other casualty, Tenant's termination notice shall be abated for the remainder of the Termnullified, and this lease shall remain in full force and effect as if such notice had not been sent.

Casualty. With respect to each Property, prior to the applicable Closing and Taking ------------------- In case during notwithstanding the Term all or any substantial part pendency of the Premisesthis Agreement, the Building entire risk of loss or the Lot are damaged materially damage by fire earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other casualty shall be borne by and be the responsibility of the applicable Transferor that owns or by action leases such Property. If, prior to the applicable Closing of public a Property, any “Material Damage” (as hereinafter defined) occurs to any portion of such Property as a result of earthquake, hurricane, tornado, flood, landslide, fire, acts of war, terrorism, terrorist activities or other authority casualty, the Transferor that owns or leases such Property shall immediately notify Transferee of such fact. In such event, NHP shall have the option to terminate this Agreement with respect to such Property upon written notice to the applicable Transferor, given not later than thirty (30) days after such Transferor provides such notice to Transferee (in consequence thereofwhich case this Agreement shall automatically terminate and be of no further force or effect with respect to such Property, the parties shall equally share the cancellation charges, if any, of Escrow Agent and Title Company with respect to such Property, no party or are taken its affiliates shall have any further rights or obligations hereunder with respect to such Property (including, without limitation, rights of first offer, rights of first refusal or other similar rights), other than pursuant to any provision hereof which expressly survives the termination of this Agreement, and the remainder of this Agreement shall remain in full force and effect). NHP shall have no right to terminate its rights and obligations under this Agreement with respect to any Property as a result of any damage or destruction of such Property that does not constitute a Material Damage. If NHP does not elect or has no right to terminate this Agreement with respect to such Property affected by eminent domain such damage or Landlord receives compensable destruction, the applicable Transferor shall assign and turn over to the applicable Property Owning Entity, and such Property Owning Entity shall be entitled to receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at such Property Owning Entity’s option and cost) and Transferee shall receive, as a credit against the Contribution Value for such Property, an amount equal to the deductible amount with respect to the insurance, to the extent covered by insurance, and the parties shall proceed to the applicable Closing pursuant to the terms hereof without modification of the terms of this Agreement. If NHP does not elect or has no right to terminate such affected portion of this Agreement by reason of anything lawfully done on pursuance any casualty, NHP shall have the right to participate in any adjustment of public any insurance claim. As used herein, the term “Material Damage” shall mean, with respect to a particular Property, any damage or casualty loss to such Property or any portion thereof (a) such that the cost of repairing or restoring such Property to substantially the same condition which existed prior to the event of such damage or casualty would be, in the reasonable opinion of an architect or other lawful authorityqualified expert mutually selected by such Transferor and NHP, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given equal to Tenant within 60 days after the occurrence or greater than five percent (5%) of the event giving rise to Total Property Value for such Property or (b) that results in any Tenants having the election right to terminate which notice shall specify the effective date of termination, their or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6its Lease(s) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions terms thereof or having the right to an abatement of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove rent pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored terms thereof that is not covered by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termrental insurance.

Casualty. and Taking ------------------- In case during If the Term all Leased Premises or any substantial other part of the Premises, the Building or the Lot Property are damaged materially by fire or other casualty casualty, the damage shall be repaired by and at the expense of Landlord, unless this Lease is terminated as herein after provided. Until such repairs are completed, the Base Rent shall be abated in proportion to the part of the Leased Premises which is unusable by Tenant in the conduct of its business and for the length of time that such condition persists; provided however, there shall be no abatement of Base Rent (a) if the Leased Premises (or by action any portion thereof) are unusable for a period of public fifteen (15) days or less, (b) if the damage is due to the fault or neglect of Tenant or any subtenant, or any agents, employees, servants, invitees, permittees or licensees thereof; nor shall there be any abatement of Base Rent on account of damage to the Building or any other part of the Property unless such damage includes damage to the Leased Premises or prevents access to the Leased Premises. In the event of fire or other authority in consequence thereofcasualty to the Leased Premises or the Building, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public if said fire or other lawful authoritycasualty results in the total destruction of the Building, this Lease shall automatically terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence as of the event giving rise to the election to terminate which notice shall specify the effective date of terminationsaid destruction. If the Leased Premises are damaged and made untenantable by fire or other casualty, or and if a registered architect selected by Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate should certify that repair and rehabilitation of the time needed Leased Premises cannot be accomplished by using standard working methods, procedures and materials so as to put make the Leased Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed tenantable within six one hundred twenty (6120) months days from the date of casualty or taking Tenant may rehabilitation is started, either party shall have the right to terminate this Lease by giving to the other party notice given to Landlord of such election within 30 fifteen (15) days after receipt of Landlordthe architect's noticecertificate of decision. If the common areas and facilities, which if any, within the Building are damaged by fire or other casualty, and if a registered architect selected by Landlord should certify that repair and rehabilitation of such common areas and facilities cannot be accomplished by using standard working methods, procedures and materials so as to restore such common areas and facilities within one hundred twenty (120) days from the date rehabilitation is started, Landlord shall have the right to terminate this Lease by giving to Tenant notice of such election within fifteen (15) days after receipt of the architect's certificate of decision. If any material portion of the Building is damaged by fire or other casualty, and if the casualty results from an uninsured risk under standard broad form of fire and extended coverage insurance policies then Landlord may, by written notice to Tenant within sixty (60) days of such damage, elect to terminate this Lease. In any case of termination of this Lease, all rent and other charges shall specify be apportioned on a per diem basis and be paid to the effective date of termination. The effective date of termination specified either by Landlord or Tenant Nothing herein shall be not less than 15 nor more than 30 days after the date construed as a limitation of notice of such termination. If in Tenant's liability for any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant damage to the foregoing provisions of this Section 7.1) to restore the Leased Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition Building, or to any other part of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or Property, should such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termliability otherwise exist.

Casualty. and Taking ------------------- In case during the Term all event of any damage to or any substantial part destruction of the Leased Premises, the Building or the Lot are damaged materially by fire or other casualty casualty, which materially and adversely affects Tenant’s use and enjoyment of the Leased Premises for the purposes specified in this Lease, then either Landlord or by action Tenant shall have the right, no later than ninety (90) days after such party becomes aware of public such damage or other authority in consequence thereofdestruction, to terminate this Lease upon thirty (30) days’ prior written notice to the other. In the event of any damage or destruction which is not so extensive, or are taken by eminent domain or in the event that neither Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authoritynor Tenant elects to terminate this Lease pursuant to the preceding sentence, then this Lease shall terminate at 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 Leased Premises 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 election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of ’s property insurance. In the event giving rise 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 the election completion in a reasonably expeditious manner, Tenant shall give written notice thereof to terminate which notice shall specify the effective date of terminationLandlord, or and if Landlord does not elect to so terminatethereafter commence or resume such work as required hereunder within five (5) days, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by further written notice given to Landlord within 30 days after (such termination to be effective upon Landlord’s receipt of Landlord's such further written notice). Upon such termination, which notice by this Lease shall terminate and neither Landlord nor Tenant shall specify have any further liability to each other hereunder, except for such obligations that are expressly stated to survive the effective date of terminationtermination hereof. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after From the date of notice such casualty until completion of the work (or until Tenant terminates this Lease as permitted hereunder), the Base Rent shall be proportionately reduced to reflect the portion of the Leased Premises rendered unusable to Tenant as a result of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, fire or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termother casualty.

Casualty. and Taking ------------------- In case during the Term all event the Leased Premises or any substantial part material portion of the Premises, the Building or the Lot are damaged materially by fire or other casualty which would be covered by the casualty insurance carried or required to be carried by action Landlord under the provisions of public this Lease, Landlord shall, within seven (7) days following such damage, cause an architect to provide an estimate of the number of days required to repair the damage. The architect shall provide its estimate to Landlord and Tenant within twenty (20) days following the damage. If the damage cannot be repaired within one hundred eighty (180) days, this Lease may be terminated by either Landlord or Tenant by written notice within thirty (30) days after receipt of the architect’s damage certification and shall then terminate as of the date of the casualty damage. In the event this Lease is so terminated, Tenant shall pay all Rent due under this Lease, prorated to the date of such damage, and all other authority in consequence thereofsums owing at that time and shall surrender possession of the Leased Premises to Landlord no later than ninety (90) days from the date of Tenant’s notice of termination. However, if the damage can be repaired within one hundred eighty (180) days or if it cannot be repaired within such time but neither party exercises its option to terminate this Lease, Landlord shall, within thirty (30) days of such damage, proceed with reasonable diligence to restore the Leased Premises and/or the Building to the same condition as existed immediately prior to the occurrence of such casualty. The Rent shall be abated during the time and to the extent the Leased Premises are taken unfit for occupancy. Landlord shall not be required to rebuild, repair or replace any of the furniture or equipment, which may have been placed on the Leased Premises by eminent domain Tenant. In the event that the insurance proceeds from policies carried or required to be carried by Landlord receives compensable damage by reason under the provisions of anything lawfully done this Lease would be inadequate to rebuild the Building or if any mortgagee under a deed of trust, security agreement or mortgage on pursuance of public or other lawful authoritythe Building should require that the insurance proceeds be used to retire the mortgage debt, Landlord shall have no obligation to rebuild and this Lease shall terminate at Landlord's election’s election not to rebuild, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives upon written notice thereof signed by to Tenant, or in the case effective as of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of the casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of terminationdamage. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to Notwithstanding the foregoing provisions of this Section 7.127, Tenant agrees that if the Leased Premises or any other part of the building is damaged by fire or other casualty caused by the fault or negligence of Tenant or Tenant’s agents, employees or invitees, Tenant shall have no option to terminate this Lease, even if the damage cannot be repaired within one hundred eighty (180) to restore days, and the Premises, rent shall not be abated or in case of taking what may remain thereof (excluding any items installed reduced before or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), during the repair period except to the condition of extent that Landlord is covered for such rental loss under the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermLandlord’s rental abatement insurance.

Casualty. and Taking ------------------- In case during the Term all event of a fire or any substantial part of other casualty in the Leased Premises, Tenant shall immediately give notice thereof to Landlord. If the Building or the Lot are damaged materially shall be partially destroyed by fire or other casualty or by action of public or other authority so as to render the Leased Premises untenantable (defined below) in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, whole or in part, the case rental provided for herein shall, commencing as of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty such damage or taking Tenant may destruction, abate as to the portion of the Leased Premises rendered untenantable xxxxl such time as the Leased Premises are returned to a tenantable condition as reasonably determined by Landlord and Landlord agrees to commence and prosecute such repair work promptly and with all due diligence. Notwithstanding the above, Landlord shall have the right to terminate this Lease in the event such destruction (a) occurs at any time during the last twenty-four (24) calendar months of the term of this Lease, and (b) results in damage to or destruction of all or substantially all of the Building. If such destruction results in the Leased Premises being untenantable in whole or in substantial part and the reasonable estimation of a responsible contractor selected by notice given Landlord as to Landlord within 30 days after receipt the amount of Landlord's noticetime necessary to rebuild or restore such destruction to the Leased Premises and all other portions of the Building is twelve (12) months or more, which notice by then Tenant shall specify have the effective date of terminationright to terminate this Lease. The effective date of termination specified In the event either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of a right granted under this Section 7.16.03, all rental owed up to the time of such damage or destruction shall be paid by Tenant and thenceforth this Lease shall cease and come to an end as of the date of such termination as to all obligations thereafter accruing. Landlord and Tenant shall give the other party written notice of any decisions, estimates or elections under this Section 6.03 as soon as possible but in no event more than sixty (60) days after any such damage or destruction. Notwithstanding anything contained in this Section 6.03, to the extent Landlord is required to restore the Leased Premises, Landlord shall only be obligated to restore or rebuild the Leased Premises to the condition existing immediately prior to such casualty, but in no event shall Landlord be required to expend more sums than received from the proceeds of any insurance carried by Landlord or would have received if insurance had been carried as required hereunder plus the deductible thereunder. The Leased Premises or a portion thereof shall be considered "untenantable" hereunder when the Leased Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3)such portion thereof, to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated are not reasonably usable for the remainder conduct of the TermTenant's business.

Casualty. and Taking ------------------- In case during Seller assumes all risk of loss or damage to the Term all or any substantial part of the Premises, the Building or the Lot are damaged materially Property by fire or other casualty until the deed of conveyance to the Property is delivered to Purchaser at Closing. If, at any time prior thereto, any portion of the Property is destroyed or damaged as a result of fire or any other cause whatsoever, Seller shall promptly give written notice thereof to Purchaser. In the event that (a) the total cost to repair or restore such destruction or damage, as determined by action Seller’s insurance claim adjuster, exceeds $500,000.00, and/or (b) the estimated time to restore or repair such destruction or damage, as determined by Seller’s insurance claim adjuster, exceeds one hundred fifty (150) days from the casualty date, Purchaser shall have the right to terminate this Agreement by written notice delivered to Seller within twenty (20) days following the date upon which Xxxxxxxxx receives Seller’s written notice of public the destruction or other authority damage, and receive a refund of the Deposit. If (i) such destruction or damage can be repaired or restored for $500,000.00 or less, and can be repaired in consequence thereofone hundred fifty (150) days or less from the casualty date, or are taken by eminent domain (ii) the cost of such repair or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityrestoration shall exceed $500,000.00, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in and/or the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given time to Tenant within 60 days after complete the occurrence repair and restoration of the event giving rise to Property shall exceed one hundred fifty (150) days from the election to terminate which notice shall specify the effective date of terminationcasualty date, or if Landlord but Purchaser does not elect to so terminateterminate this Agreement within said twenty (20) day period, which notice this Agreement shall contain Landlord's nonbinding estimate remain in full force and effect and the parties shall proceed to Closing without any reduction or adjustment in the Purchase Price, except that all insurance proceeds, if any (and all rights of Seller as landlord under the Lease, and in respect of policies of insurance maintained by tenants) will be assigned to Purchaser, exclusive of amounts expended by Seller and reimbursable to Seller to stabilize or repair such damage prior to Closing, and Purchaser shall receive a credit for the amount of Seller’s deductible. Seller shall have no obligation or liability whatsoever for payment to Purchaser of any amount related to deductibles under any policies of insurance maintained by any tenant of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermProperty.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the Premises, event that the Building or the Lot are is damaged materially by fire or other casualty or casualty, the same shall be restored by action Landlord, at its own expense, with reasonable dispatch. In the event the cost of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence repairs and restoration exceeds fifty percent (50%) of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate full insurable value of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Leased Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant then either party may terminate this Lease by notice given to Landlord within 30 days after receipt as of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either destruction or damage by Landlord or Tenant shall be not less than 15 nor more than 30 providing written notice to the other party within fifteen (15) days after the date of notice destruction or damage. Upon the giving of such terminationnotice, 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 in any case the Premises are rendered unfit for use and occupation and the this Lease is not so terminated, Landlord shall use due diligence restore the structure and exterior of the Building and the Leased Premises and the interior of the Leased Premises (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions extent of this Section 7.1) to restore the Premisesadditions, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may alterations and improvements that would be required to remove pursuant be surrendered to Section 3.1 Landlord upon termination of this Lease or 3.3that 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 xxxxx during the period of any restoration in proportion to the condition area of the Leased Premises immediately prior rendered unusable by reason of such casualty. In the event that the damage or loss to the casualty or taking Leased Premises is a result of Tenant’s negligence, Tenant shall be responsible for the deductible portion of any insurance proceeds and a just proportion the rent hereunder shall not xxxxx. In the event that any restoration of the fixed rent and additional rent according Leased Premises required to the nature and extent of the injury shall be abated performed by Landlord under this paragraph 30 is not complete within one hundred twenty (120) days from the date of casualty destruction or taking until damage, Tenant may, at its option and upon ten (10) days’ written notice to Landlord, terminate this Lease. Landlord shall not be liable or responsible, and the Premises or such remainder shall have been restored by Landlord and one hundred twenty (120)-day period mentioned in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent preceding sentence shall be abated extended, for the remainder any delays in repairing or rebuilding due to war, strikes, labor unrest or activities, riots, government action, acts of the TermGod, inclement weather or any other cause beyond Landlord’s control.

Casualty. and Taking ------------------- In case during the Term all event the Premises or any substantial part of the Premises, the Building is destroyed or the Lot are damaged materially injured by fire fire, earthquake or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in to the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence extent that more than one-third (1/3) of the event giving rise to the election to terminate which notice shall specify the effective date of terminationPremises are untenantable, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant then Lessee may terminate this Lease by providing written notice given thereof to Landlord Lessor within 30 thirty (30) days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of following such terminationcasualty. If in any case the Premises are rendered unfit for use and occupation and the Lease is Lessee does not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) sentence, Lessor may, at Lessor’s option, proceed with reasonable diligence to rebuild and restore the Premises, said Premises or in case of taking what may remain such part thereof (excluding any items installed or paid for by Tenant which Tenant as may be required injured as aforesaid, provided that within thirty (30) days after such destruction or injury Lessor will notify Lessee of Lessor’s intention to remove pursuant to Section 3.1 or 3.3)do so, to and during the condition period of such rebuilding and restoration the rent shall be abated on the portion of the Premises immediately prior that is unfit for occupancy. During any period of abatement of rent due to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area destruction of the Premises, a just proportion 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 casualty and Lessee cannot reasonably conduct its business in any material portion of the fixed rent and additional rent Premises in accordance with its usual business operations. Lessee shall be abated for have the remainder of the Termright to terminate this Lease.

Casualty. Prior to the Closing and Taking ------------------- In case during notwithstanding the Term all or any substantial part pendency of the Premisesthis Agreement, the Building entire risk of loss or the Lot are damaged materially damage by earthquake, hurricane, tornado, flood, landslide, fire or other casualty or shall be borne and assumed by action Sellers. If prior to the Closing any Material Damage (as hereinafter defined) occurs to any portion of public the Property as a result of earthquake, hurricane, tornado, flood, landslide, fire or other authority in consequence thereofcasualty, Sellers shall immediately notify Purchaser of such fact. In such event, Purchaser shall have the option to terminate this Agreement upon written notice to Sellers given not later than thirty (30) days after Purchaser’s receipt of such notice from Sellers. Upon such termination, Escrow Agent shall return the Deposit to Purchaser, the parties shall equally share the cancellation charges, if any, of Escrow Agent and Title Company, and neither party shall have any further rights or are taken by eminent domain obligations hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement. Purchaser shall have no right to terminate this Agreement as a result of any damage or Landlord receives compensable destruction of any portion of the Property that does not constitute Material Damage. If Purchaser does not elect or has no right to terminate this Agreement, Sellers shall assign and turn over, and Purchaser shall be entitled to receive and keep, all insurance proceeds payable with respect to such damage or destruction (which shall then be repaired or not at Purchaser’s option and cost) and Purchaser shall receive, as a credit against the Purchase Price, an amount equal to the deductible amount with respect to the insurance and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement. If Purchaser does not elect or has no right to terminate this Agreement by reason of anything lawfully done on pursuance of public or other lawful authorityany casualty, this Lease Purchaser shall terminate at Landlord's election, provided Landlord terminates all other leases in have the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given right to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If participate in any case adjustment of any insurance claim. As used herein, the Premises are rendered unfit for use term “Material Damage” shall mean damage or destruction, the cost of repair of which exceeds Three Million and occupation and the Lease is not so terminated, Landlord shall use due diligence 00/100 (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1$3,000,000.00) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermDollars.

Casualty. Risk of loss up to and Taking ------------------- including the Closing Date shall be borne by Seller. In case during the Term all event of any immaterial damage or destruction to the Property or any substantial part portion thereof, Seller and Purchaser shall proceed to close under this Agreement, and Purchaser will receive (and Seller will assign to Purchaser at the Closing Seller’s rights under insurance proceeds to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts reasonably expended for restoration or collection of proceeds), and assume responsibility for such repair, and Purchaser will receive a credit at Closing against the Purchase Price for any deductible amount under said insurance policies. For purposes of this Agreement, the term “immaterial damage or destruction” means such instances of damage or destruction of the Premises, the Building subject Property: (i) which can be repaired or the Lot are damaged materially by fire restored at a cost equal to or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, less than Three Hundred Thousand and No/100 Dollars ($300,000.00); (ii) which may can be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant restored and repaired within 60 one hundred eighty (180) days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty such damage or taking Tenant may destruction; and (iii) which are not so extensive as to allow either of the tenants under the Leases to terminate such tenant’s respective Lease or xxxxx or reduce rent payable thereunder (unless business loss or rent loss insurance shall be available in the full amount of such abatement or reduction, subject to applicable deductibles) on account of such damage or destruction. In the event of any material damage or destruction to the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within the earlier of twenty (20) days after Purchaser is notified by Seller of such damage or destruction, or the Closing Date, but in no event less than ten (10) days after Purchaser is notified by Seller of such damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Lease by notice given Agreement, whereupon Escrow Agent shall immediately return the Xxxxxxx Money to Landlord within 30 days after receipt Purchaser, or (ii) proceed to close under this Agreement, receive (and Seller will assign to Purchaser at the Closing the rights of Landlord's notice, which notice by Tenant shall specify Seller under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to the effective date of termination. The effective date of termination specified either by Landlord period on or Tenant shall be not less than 15 nor more than 30 days after the date of notice Closing Date) due Seller as a result of such termination. If in damage or destruction (less any case the Premises are rendered unfit amounts reasonably expended for use restoration or collection of proceeds) and occupation assume responsibility for such repair, and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding Purchaser will receive a credit at Closing for any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.deductible amount under said

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially Leased Premises by fire or other casualty or by action 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 public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason such of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may leasehold improvements as were originally required to be made notwithstanding Landlord's entire interest may be divestedby Landlord pursuant to Section 2.02 above and any alterations approved by Landlord pursuant to Section 7.03 above, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice Exhibit B or Exhibit E, if any. Minimum Annual Rent and Annual Rental Adjustment (collectively, “Rent”) shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of proportionately xxxxx during the time needed to put that the Leased Premises or part thereof are unusable because of any such remainder in as good or better condition than existed immediately prior to such fire, other casualty or takingdamage. In case of a taking of part of Notwithstanding the Premisesforegoing, if the remainder Leased Premises are (a) so destroyed that they cannot reasonably be repaired or rebuilt by Landlord within one hundred eighty (180) days from the casualty date; or (b) destroyed by a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient for use for Tenant's purposes, and to rebuild the Leased Premises; then Landlord receives shall give written notice thereof signed by Tenant, to Tenant of such determination (the “Casualty Notice”) within sixty (60) days of such casualty. Either Landlord or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease effective as of the date of such casualty by giving written notice given to Landlord the other party within 30 thirty (30) days after receipt Landlord’s delivery of Landlord's noticethe Casualty Notice. If Landlord does not deliver the Casualty Notice, which notice by Tenant shall specify but Landlord fails to either (a) substantially complete the effective date restoration and repair of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 the Leased Premises within two hundred ten (210) days after the date of notice the occurrence of such termination. If in casualty (subject to extension for Force Majeure and any case delay caused by Tenant’s acts or omissions) or (b) commence the restoration and repair of the Leased Premises are rendered unfit for use and occupation and within one hundred eighty (180) days after the Lease is not so terminateddate of the occurrence of such casualty, Landlord then Tenant shall use due diligence (following have the expiration of all periods in which either party may right to terminate this Lease pursuant upon written notice to Landlord, so long as Tenant’s written notice is delivered to Landlord prior to Landlord’s delivery of the foregoing provisions Leased Premises substantially completed to Tenant. Tenant waives any right under applicable laws inconsistent with the terms of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termparagraph.

Casualty. and Taking ------------------- In case during 9. (a) If the Term all demised premises or any substantial part of the Premises, the Building or the Lot are thereof shall be damaged materially by fire or other casualty casualty, Tenant shall give immediate notice thereof to Owner and this lease shall continue in full force and effect except as hereinafter set forth. (b) If the demised premises are partially damaged or rendered partially unusable by action of public fire or other authority in consequence thereofcasualty, or are taken the damages thereto shall be repaired by eminent domain or Landlord receives compensable damage by reason and at the expense of anything lawfully done on pursuance of public or other lawful authorityOwner and the rent and additional rent, this Lease until such repair shall terminate at Landlord's electionbe substantially completed, provided Landlord terminates all other leases in shall be apportioned from the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after day following the occurrence of the event giving rise casualty according to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premisespremises which is usable. (c) If the demised premises are totally damaged or rendered wholly unusable by fire or other casualty, if then the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated proportionately paid up to the time of the casualty and thenceforth shall cease until the date when the premises shall have been repaired and restored by Owner, subject to Owner’s right to elect not to restore the same as hereinafter provided. (d) If the demised premises are rendered wholly unusable or (whether or not the demised premises are damaged in whole or in part) if the building shall be so damaged that Owner shall decide to demolish it or to rebuild it, then, in any of such events, Owner may elect to terminate this lease by written notice to Tenant given within 90 days after such fire or casualty, specifying a date for the remainder expiration of the Termlease, which date shall not be more than 60 days after the giving of such notice, and upon the date specified in such notice the term of this lease shall expire as fully and completely as if such date were the date set forth above for the termination of this lease and Tenant shall forthwith quit, surrender and vacate the demised premises without prejudice however, to Owner’s rights and remedies against Tenant under the lease provisions in effect prior to such termination, and any rent owing shall be paid up to such date and any payments of rent or additional rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. Unless Owner shall serve a termination notice as provided for herein, Owner shall make the repairs and restorations under the conditions of (b) and (c) hereof, with all reasonable expedition subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Owner’s control. After any such casualty, Tenant shall cooperate with Owner’s restoration by removing from the premises as promptly as reasonably possible, all of Tenant’s salvageable inventory and movable equipment, furniture, and other property. Tenant’s liability for rent shall resume thirty (30) days after written notice from Owner that the premises are substantially ready for Tenant’s occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability that may exist as a result of damage from fire or other casualty. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Owner and Tenant each hereby releases and waives all right of recovery against the other or anyone claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both releasors’ insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance. If, and to the extent, that such waiver can be obtained only by the payment of additional premiums, then the party benefiting from the waiver shall pay such premium within ten (10) days after written demand or shall be free of any further obligation under the provisions hereof with respect to waiver of subrogation. Tenant acknowledges that Owner will not carry insurance on Tenant’s furniture and/or furnishings or any fixtures or equipment, improvements, or appurtenances removable by Tenant and agrees that Owner will not be obligated to repair any damage thereto or replace the same. (f) Tenant hereby waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this Article shall govern and control in lieu thereof.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially 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 2.07 above, if any. Rent shall proportionately xxxxx 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 two hundred ten (210) days from the casualty date; or (b) destroyed by action of public or other authority in consequence thereofa 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 taken by eminent domain insufficient to rebuild the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Landlord receives compensable damage by reason Tenant may, or, in the case of anything lawfully done on pursuance of public or a clause (b) casualty, then Landlord, may, upon thirty (30) days' written notice in the other lawful authorityparty, terminate this Lease shall terminate at Landlord's election, provided with respect to Illegible thereafter accruing. If the Lease is not terminated pursuant to the preceding sentence and Landlord terminates all other leases in fails to substantially complete the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant restoration and repair of the Leased Premises within 60 two hundred eighty (280) days after the date for the occurrence of the event giving rise damage (subject to the election delays due to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for force majeure and any delay caused by Tenant's purposesacts or omissions), and Landlord receives written notice thereof signed by Tenant, or in then Tenant shall have the case of casualty or taking if the time needed right to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease upon written notice to Landlord, so long as Tenant's written notice is received by notice given Landlord prior to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice substantial completion of such termination. If in restoration and repair, Tenant waives any case right under applicable laws inconsistent with the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions terms of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termparagraph.

Casualty. and Taking ------------------- In case during If the Term all or any substantial part of the Premises, the Building Premises or the Lot are Building, as the case may be, is damaged materially or destroyed by fire or other casualty to the extent of twenty percent (20%) or more of the value thereof in the reasonable opinion of Landlord, then Landlord shall notify Tenant of such opinion (“Major Casualty Notice”), and thereafter either Landlord or Landlord’s lender may by action of public written notice to Tenant, or, if not resulting from the fault, negligence, act, omission or other authority misconduct of Tenant or its agents, employees, guests, customers, contractors or invitees then Tenant may by written notice to Landlord, in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice each case given to Tenant within 60 not later than sixty (60) days after the occurrence date of the event giving rise Major Casualty Notice, terminate this Lease effective to the election to terminate which notice shall specify the effective date of terminationsuch fire or other casualty. If Landlord’s lender will not agree that insurance proceeds can be applied to restoration and repair of the Building following a Major Casualty Notice, or if Landlord does not elect determines that available insurance proceeds will be insufficient to so terminate, which notice shall contain Landlord's nonbinding estimate of repair and restore the time needed Building substantially to put the Premises or such remainder in as good or better condition than existed thereof existing immediately prior to such fire, other casualty damage or taking. In case of a taking of part destruction and Landlord is unwilling to fund such difference and complete repair and restoration of the Premises, if Building substantially to the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice condition thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed existing immediately prior to such firedamage or destruction, other casualty then Landlord shall notify Tenant of in any such instance, and Tenant or is reasonably estimated by the Landlord to exceed six monthsmay, or if Landlord's restoration work is not actually completed within six thirty (630) months from the date days of casualty or taking Tenant may such a notice, terminate this Lease by notice given to the other. If this Lease is not so terminated as provided in this Section 15.01, then (a) Landlord shall proceed with diligence to rebuild and restore that portion of the Building (exclusive of Tenant’s property and improvements or alterations that are the property of Tenant) that was so damaged or destroyed substantially to the condition thereof existing immediately prior to such damage or destruction, to the extent of available insurance, within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 two hundred seventy (270) days after the date of notice such fire or other casualty (exclusive of such terminationTenant Delay (as hereinafter defined) and Force Majeure Delay), and (b) the Term shall not terminate, but any Rent shall xxxxx on a per diem basis while the Premises remain untenantable. Landlord shall not be obligated to rebuild or restore any of (i) Tenant’s personal property, equipment, furniture or trade fixtures, or (ii) any alterations or improvements made in accordance with Article 14 or other alterations or improvements that were not part of the Premises on the Commencement Date. If in any case Landlord shall fail to complete the rebuilding and restoration of the Building and/or the Premises are rendered unfit for use such that a certificate of occupancy (temporary or final) shall not have been issued within the aforesaid 270-day period, exclusive of Force Majeure Delay and occupation and Tenant Delay, then either Landlord or Tenant, by written notice to the Lease is not so terminated, Landlord shall use due diligence other given within fifteen (15) days next following the expiration last day of all periods in which either party the aforesaid 270-day period, may terminate this Lease pursuant retroactive to the foregoing provisions date of this Section 7.1) to restore the Premisessuch fire or casualty, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury Rent shall be abated from or apportioned (as the case may be) on a per diem basis and paid to the date of casualty such fire or taking until casualty. Termination of this Lease by Tenant shall be Tenant’s sole remedy for Landlord’s failure to rebuild or restore the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termand/or Building under this Section 15.01.

Casualty. and Taking ------------------- DAMAGE OR DESTRUCTION OF PROPERTY. Risk of loss to the Property shall be borne by Seller until Closing. In case during the Term all event of any immaterial damage or destruction to the Property or any substantial part portion thereof, Seller and Buyer shall proceed to close under this agreement, and Seller will assign to Buyer at closing Seller’s rights to receive any insurance proceeds due Seller as a result of said damage or destruction, less any amounts reasonably expended for restoration and collection of proceeds. For purposes of this agreement, the term “immaterial damage or destruction” shall mean any one or more of the Premises, the Building following such instances of damage or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence destruction of the event giving rise to the election to terminate Property: (1)Damage which notice shall specify the effective date can be repaired or restored at a cost of termination, one hundred thousand Dollars ($100,000.00) or if Landlord does not elect to so terminate, less; or (2)Damage which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, can be restored and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed repaired within six one hundred eighty (6180) months days from the date of casualty such damage or taking Tenant may destruction. In the event of any material damage or destruction to the Property or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) days after Buyer is notified by Seller of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 10 day period to make such election): (i) terminate this Lease by notice given agreement, whereupon the escrow agent shall immediately return the Deposit to Landlord within 30 days after receipt Buyer, or (ii) proceed to close under this agreement, receive any insurance proceeds due Seller as a result of Landlord's noticesuch damage or destruction (less any amounts reasonably expended for restoration and collection of proceeds), which notice by Tenant shall specify the effective date of terminationand assume responsibility for such repair. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of If Buyer fails to deliver to Seller notice of such terminationits election within the period set forth above, Buyer will conclusively be deemed to have elected to proceed with the Closing. If Buyer elects (or is deemed to have elected) to proceed to Closing, Seller will cooperate with Buyer after closing to assist Buyer in any case obtaining the Premises are rendered unfit for use and occupation and insurance proceeds from the Lease is not so terminated, Landlord shall use due diligence (following the expiration insurers of all periods in which either party may terminate this Lease pursuant to the foregoing provisions Seller. For purposes of this Section 7.1) to restore the Premisesagreement “material damage or destruction” shall mean all instances of damage or destruction that are not “immaterial”, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termas defined herein.

Casualty. and Taking ------------------- In case of total or partial destruction of the PREMISES by fire, the elements, or other insured causes during the Term term of this Lease, the term hereby created shall not terminate and shall nonetheless continue subject to the provisions of this Article 15. If the PREMISES shall be damaged by fire, the elements, or other insured cause, in whole or in part, then Landlord, its successors or assigns, agree to repair the same with reasonable promptness, provided always however and upon the express condition that there are funds available to Landlord from casualty insurance policy proceeds actually paid to and received by Landlord for such repair work and provided further that such duty to repair by Landlord shall at all or any substantial part times be subject to the approval and consent of the Premisesthen mortgagee and the willingness of such mortgagee to make the proceeds of casualty insurance policies payable to such mortgagee available to Landlord for such purposes, and subject to the Building or terms and conditions of any mortgage affecting the Lot are damaged materially by PREMISES. Tenant shall give immediate written notice to Landlord of any such fire or other damage to the PREMISES. In the event that a mortgagee refuses to rebuild, Tenant shall be given notice of same within 20 days of Landlord's notice of same and shall further be notified whether Landlord has the ability and will, in fact, rebuild or repair the premises. If Landlord will not rebuild the premises, the lease shall immediately terminate retroactive to the casualty date. If Landlord will rebuild or repair, and can not do so within 120 days, the lease will terminate upon Tenant's notice to Landlord of Tenant's desire to terminate the lease provided that Tenant gives Landlord written notice of same within 10 days of its receipt of Landlord's notice. Upon the occurrence of any damage to the PREMISES by action of public fire, the elements or other authority insured cause, Landlord shall select an architect or engineer to prepare a report as to the reasonable time necessary to repair or restore the said damage. Said report shall be furnished to Tenant within thirty (30) days from the date of such damage. If in consequence thereofthe opinion of such architect or engineer, the PREMISES have been damaged to such an extent as to make the majority thereof wholly untenantable period of one hundred twenty (120) days or are taken more from the date of the issuance of such report by eminent domain the architect or engineer, then and in such event Landlord receives compensable damage or Tenant may terminate the within Lease by reason written notice to the other party served within ten (10) days after the issuance of anything lawfully done on pursuance the report by the architect or engineer. Upon the exercise of public or other lawful authoritythe option herein granted, this Lease shall terminate at Landlord's electionand be of no further force or effect whatsoever. Provided that this Lease shall not have been terminated in accordance with the provisions of this Article, provided Landlord terminates agrees that it shall complete all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, repair and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months a period of 150 days from and after the date of casualty issuance of any such report by the architect or taking engineer. In the event that Landlord shall not have substantially completed its work within that time period (subject to unavoidable delays) Tenant may terminate this Lease by notice given to Landlord within 30 days Agreement at any time after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1such one hundred fifty (150) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately day period and prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored substantial completion by Landlord of its work in connection with the repair and in case restoration by serving Landlord with thirty (30) days prior written notice thereof. Landlord may vitiate the effect of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termsuch notice by substantially completing its work within such thirty (30) day period.

Casualty. and Taking ------------------- In case during The risk of loss or damage to the Term all or any substantial part of the Premises, the Building or the Lot are damaged materially Improvements by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in before the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence delivery of the event giving rise Deed (as hereinafter defined) is assumed by Seller, except to the election extent that any such loss or damage is caused by Purchaser or any of Purchaser’s Representatives. In the event of any damage to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate destruction of the time needed Improvements due to put the Premises fire or such remainder in as good any other cause or better condition than existed immediately prior to such firehazard, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives Seller shall promptly give written notice thereof signed to Purchaser describing such damage. If either (i) the cost to restore the Improvements to substantially the same condition as existed prior to the damage (the “Estimated Restoration Cost”) is estimated by Tenant, a contractor or architect selected by Seller and reasonably acceptable to Purchaser (an “Approved Consultant”) to be in the case excess of casualty Four Million and 00/100 Dollars ($4,000,000.00); or taking if (ii) the time needed reasonably required to do restore the construction work necessary Improvements to put substantially the Premises or such remainder in same condition as good or better condition than existed immediately prior to such fire, other casualty or the damage (the “Estimated Restoration Time”) is reasonably estimated by the Landlord Approved Consultant to exceed six months, or if Landlord's restoration work is not actually completed within six be in excess of twelve (612) months from the date of the casualty loss or taking Tenant may damage to 140131415.4 142232567.2 the Improvements, then Purchaser will have the right to terminate this Lease Agreement by delivering a written termination notice given to Landlord Seller within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 fifteen (15) days after the date an Approved Consultant delivers a written estimate of notice of such termination. If in any case the Premises are rendered unfit for use and occupation Estimated Restoration Cost and the Lease Estimated Restoration Time to Seller and Purchaser. If, following a casualty, this Agreement is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease terminated pursuant to the foregoing provisions of this Section 7.1, then, at Closing, (1) Seller shall assign to Purchaser all of Seller’s right, title and interest in and to any casualty insurance proceeds due to Seller with respect to such casualty (but only to the extent that the proceeds do not exceed the Price), and (2) Purchaser will receive a credit against the Price in an amount equal to the sum of (x) the deductible under Seller’s property insurance policy, and (y) the casualty insurance proceeds actually received by Seller in connection with such casualty, less any repair, restoration or other costs actually incurred by Seller in connection with such casualty. If this Agreement is terminated pursuant to this Section 7.1, Escrow Agent shall cause the Deposit (other than the Independent Consideration) to restore be returned to Purchaser, and all rights and obligations of the Premisesparties hereunder will be null and void, or in case except for those rights and obligations that expressly survive the termination of taking what may remain thereof (excluding this Agreement. Purchaser hereby acknowledges and agrees that TIME IS OF THE ESSENCE with respect to the timely delivery of any items installed or paid for by Tenant which Tenant may be required to remove termination notice pursuant to this Section 3.1 or 3.3)7.1. If, for any reason, Purchaser fails to timely deliver a termination notice to Seller in accordance with this Section 7.1, Purchaser will be deemed to have irrevocably waived any right to terminate this Agreement pursuant to this Section 7.1 with respect to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termapplicable casualty.

Casualty. and Taking ------------------- In case during If, prior to the Term all Closing Date, any damage or destruction (a "Casualty") of any substantial part of the Premises, the Building or the Lot are damaged materially by Real Property as a result of any fire or other casualty occurs, Seller shall notify Purchaser of such Casualty. If prior to the Closing Date a Non-Material Casualty (as hereinafter defined) occurs, then, in such event, (a) this Agreement shall remain in full force and effect, and (b) Seller shall (i) credit to Purchaser against the Purchase Price the amount of any insurance proceeds theretofore received by Seller in connection with any such Casualty, less Seller's out-of-pocket cost incurred in connection with its attempts to seek collection of any such insurance proceeds, and credit to Purchaser against the Purchase Price an amount equal to the deductible amount under the Borrower's insurance policies, and (ii) assign to Purchaser by written assignment in form and substances satisfactory to Seller and Purchaser, at the Closing, all of Seller's right, title and interest in and to any insurance proceeds payable in connection with such Casualty. In the event of an occurrence of a Casualty referred to in the immediately preceding sentence prior to the Closing Date, Purchaser shall have the right to participate, in a reasonable manner, in the negotiations and settlement of any insurance claim and any decision regarding the reconstruction or by action renovation of public any improvement on the Real Property, it being understood and agreed that Seller shall not settle any insurance claim or other authority in consequence thereofconsent to any application of any insurance proceeds to the restoration of the Real Property without Purchaser's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. If prior to the Closing Date, a Material Casualty (as hereinafter defined) occurs, Purchaser shall have the right, without duplication of its rights under Section 8.3 hereof, to exercise the Termination Option upon notice to Seller given upon the earlier to occur of (x) ten (10) days after written notice is given to Purchaser of the Casualty, or are taken by eminent domain (y) the Closing Date. If Purchaser elects not to exercise the Termination Option, the Material Casualty shall be deemed to be a "Non-Material Casualty" for all purposes hereunder and Purchaser and Seller shall proceed to Closing, subject to satisfaction of the provisions herein with respect to a Non-Material Casualty. Except as otherwise provided in this Section 10.1, Purchaser shall not be entitled to any reduction of, or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authoritycredit against, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases the Purchase Price in the Buildingevent of any Casualty, which may and Purchaser shall be made obligated to close hereunder notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of any such event. Seller shall in no event have any obligation to Purchaser to repair, restore or replace any portion of the event giving rise Real Property affected by any Casualty. As used herein, the term "Material Casualty" shall mean any Casualty (i) the cost of which to repair is in excess of [redacted], or (ii) which will allow the election tenant under the [redacted] to terminate their Leases. As used herein, the term "Non-Material Casualty" shall mean a Casualty which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermMaterial Casualty.

Casualty. and Taking ------------------- In case during the Term all event of total or any substantial part partial destruction of the Premises, the Building or the Lot are damaged materially Leased Premises by fire or other casualty or by action of public or other authority in consequence thereofcasualty, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in agrees promptly to restore and repair same to substantially the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed existing immediately prior to the partial or total destruction; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such fireof the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above, other if any. Rent shall proportionately xxxxx during the time that the Leased Premises or part thereof are unusable because of any such damage or repair. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within two hundred ten (210) days from the casualty date; or taking. In (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 taking of part of the Premisesclause (a) casualty, if the remainder is insufficient for use for Tenant's purposeseither Landlord or Tenant may, and Landlord receives written notice thereof signed by Tenantor, or in the case of casualty or taking if a clause (b) casualty, then Landlord may, upon thirty (30) days’ written notice to the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fireother party, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph. If Landlord does not terminate the Lease as provided above, but Landlord fails to either (a) substantially complete the restoration and repair of the Leased Premises within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 two hundred ten (210) days after the date of notice the occurrence of such termination. If in casualty (subject to extension for Force Majeure and any case delay caused by Tenant’s acts or omissions) or (b) commence the restoration and repair of the Leased Premises are rendered unfit for use and occupation and within one hundred eighty (180) days after the Lease is not so terminateddate of the occurrence of such casualty, Landlord then Tenant shall use due diligence (following have the expiration of all periods in which either party may right to terminate this Lease pursuant upon written notice to Landlord, so long as Tenant’s written notice is delivered to Landlord prior to Landlord’s delivery of the foregoing provisions Leased Premises substantially completed to Tenant. Tenant waives any right under applicable laws inconsistent with the terms of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termparagraph.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of event the Premises, the Building or the Lot Leased Premises are damaged materially by fire or other casualty or covered by action of public or other authority in consequence thereofLandlord's insurance, or are taken Landlord shall repair the damage at its expense within 180 days. If the damage cannot be repaired with 180 days (as estimated by eminent domain or Landlord receives compensable damage an architect chosen by reason of anything lawfully done on pursuance of public or other lawful authorityLandlord), this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, terminated by notice given to either Landlord or Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives by written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlordthe architect's damage certification and shall then terminate 30 days after such date such notice is given. Tenant shall pay all rent due under this Lease, prorated to the date of such notice, and all other sums owing at that time and shall immediately surrender possession of the Leased Premises to Landlord. However, if the damage can be repaired within 180 days or if it cannot be repaired within such time but neither party exercises its option to terminate this Lease, Landlord shall, within 30 days of such damage, begin to repair the Leased Premises and shall proceed with reasonable diligence to restore the Leased Premises to the same conditions as existed immediately prior to the occurrence of such casualty. The rent shall be abated or any proportionate amount of rent during the time the premises or any portion thereof are unfit for occupancy. Landlord shall not be required to rebuild or repair or replace any of the furniture, equipments, fixtures or other improvements which may have been placed on the Leased Premises by Tenant. In the event any mortgagee under a deed of trust, security agreement or mortgage on the building should require that the insurance proceeds be used to retire the mortgage debt, Landlord shall have no obligation to rebuild and this Lease shall terminate upon written notice to Tenant. In the event the building is so badly damaged by fire or other casualty, even though the Leased Premises may not be affected, that Landlord decides, within 60 days after the destruction, not to rebuild or repair the building (such decision being vested exclusively in the discretion of Landlord), then in such event Landlord shall so notify Tenant in writing and this Lease shall terminate 30 days after notice is given, and the Tenant shall specify pay rent hereunder apportioned to the effective time such notice is given and shall pay all other obligations of Tenant owing on the date of termination. The effective date of termination specified either by Landlord or , and Tenant shall be not less than 15 nor more than 30 days after immediately surrender the date of notice of such terminationLeased Premises to Landlord. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to Notwithstanding the foregoing provisions of this Section 7.1) to restore 23, Tenant agrees that if the Premises, Leased Premises or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition other part of the Premises immediately prior building is damaged by fire or other casualty caused by the fault or negligence of Tenant or Tenant's agents, employees or invitees, Tenant shall have no option to terminate this and the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall not be abated from or reduced before or during the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termrepair period.

Casualty. Prior to the Closing Date, and Taking ------------------- In case during notwithstanding the Term all or any substantial part pendency of the Premisesthis Agreement, the Building entire risk of loss or the Lot are damaged materially damage by fire or other casualty shall be borne and assumed by Seller, except as otherwise provided in this Section 14.1. Until the Closing has occurred, Seller shall keep all insurance policies in effect. If, prior to the Closing Date, any part of the Property is damaged or destroyed by action of public fire or other authority in consequence thereofcasualty, Seller shall immediately notify Purchaser of such fact. If such damage or destruction is material (as defined below), Purchaser shall have the option to terminate this Agreement upon written notice to Seller given not later than thirty (30) days after receipt of Seller’s notice whereupon the Exxxxxx Money Deposit shall be refunded to Purchaser. For purposes hereof “material” shall be deemed to be any uninsured damage or destruction to the Property (except that a casualty shall not be deemed uninsured solely because all, or are taken by eminent domain a portion of, the cost of the casualty is subject to a deductible) or Landlord receives compensable any insured damage or destruction (i) where the cost of repair or replacement is estimated, in Purchaser’s good faith judgment, to be Two Hundred Fifty Thousand Dollars ($250,000.00) or more, or (ii) where the repair or replacement is estimated, in Purchaser’s good faith judgment, to require more than ninety (90) days to repair, (iii) if the Tenant under the Lease has terminated or has the right to terminate its Lease by reason of anything lawfully done on pursuance such casualty, or (iv) if the Tenant under the Lease has the right to axxxx Rent and rent insurance proceeds are not assignable by Seller to Purchaser to fully cover such period of public or other lawful authority, abatement. If Purchaser does not exercise this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election option to terminate which notice shall specify the effective date of terminationthis Agreement, or if Landlord the casualty is not material, neither party shall have the right to terminate this Agreement, 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 but, Seller, at Closing, shall assign to Purchaser (and obtain the consent of the insurance carrier to such assignment), and Purchaser shall be entitled to receive and keep, all insurance proceeds payable with respect to such casualty (which shall then be repaired or not at Purchaser’s option and cost), plus Seller shall pay over to Purchaser the sum of (x) all casualty insurance proceeds previously paid to Seller with respect to such casualty (other than amounts expended by Seller for emergency repairs or for repairs which are approved in writing by Purchaser), (y) an amount equal to the deductible amount with respect to the insurance (provided that if the balance of the casualty loss is less than the deductible, then only the amount of the loss shall be paid to Purchaser), and (z) an amount equal to all or any portion of an uninsured loss or the amount of insurance proceeds which are not assignable from Seller to Purchaser, other than the deductible. In such event, Seller shall not be obligated to repair or restore the Property. If Purchaser does not elect to so terminateterminate this Agreement by reason of any casualty, which notice Purchaser shall contain Landlord's nonbinding estimate have the right to participate in any adjustment of the time needed to put insurance claim and, in such event, Purchaser and Seller shall cooperate each with the Premises or such remainder other in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termfaith.

Casualty. Upon the occurrence of a Casualty prior to or during -------- the Term, Lessee shall give Agent prompt written notice thereof (a "Casualty Notice") and Taking ------------------- In case during Lessee shall pay to Agent, for the Term all or any substantial part benefit of the Premises--------------- Lessors, the Building Casualty Amount of the Unit suffering such Casualty, which payment shall be made upon the earliest to occur of (i) Lessee receiving insurance proceeds, (ii) 90 days after such Casualty and (iii) the expiration or earlier termination of this Lease (the Lot are damaged materially by fire or "Casualty Settlement ------------------- Date"), provided that if any such payment would result in there being only ---- -------- one Unit subject to this Lease, Lessee shall be obligated to repay to Agent the entire outstanding Lease Balance after such payment plus all accrued and unpaid Accrual Rent and other casualty or by action amounts due under the Operative Documents, such full repayment to be made no later than the Casualty Settlement Date, and upon the indefeasible payment of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authoritysuch full repayment, this Lease and the Security Interest shall terminate be terminated and released. Lessee shall continue to make all payments of Rent due under this Lease until and including the Casualty Settlement Date. Upon payment on such Casualty Settlement Date of the Casualty Amount in respect of any Unit suffering a Casualty, the remaining scheduled payments of Basic Rent, if any, as well as the amount of the Lease Balance remaining following the payment of the final installment of Basic Rent at Landlord's electionthe end of the Term shall each be reduced, provided Landlord terminates all other leases in for each Lessor, by an amount equal to the Buildingproduct of the scheduled amount of such Basic Rent payment or such remaining Lease Balance, which for each Lessor, as the case may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder (determined in as good or better condition than existed immediately prior to such fire, other casualty or taking. In each case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion receipt of such Casualty Amount), multiplied by the Unit Value Fraction of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or Unit suffering such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermCasualty.

Casualty. and Taking ------------------- In case during Upon the Term all or any substantial part occurrence of casualty to the Premises, Landlord shall have the Building or election, and shall within thirty (30) days following the Lot are damaged materially by fire or other casualty or by action date of public or other authority in consequence thereofsuch damage give Tenant written notice of Landlord’s election, either (A) to commence reconstruction of the Premises excluding Tenant’s Work (“Landlord’s Reconstruction Work”) and use diligent efforts to complete such reconstruction within one hundred eighty (180) days after the date of such written notice, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority(B) to not perform such reconstruction, in which event this Lease shall cease and terminate at not later than sixty (60) days after Xxxxxxxx’s notice of Landlord’s election to terminate. If Landlord elects to perform such reconstruction, Tenant shall commence reconstruction of Tenant's Work promptly upon substantial completion of Landlord's electionReconstruction Work and shall diligently prosecute the same to completion. If Landlord elects to perform such reconstruction and fails to complete the same within the above one hundred eighty (180) day period, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking then Tenant may terminate this Lease by upon thirty (30) days prior written notice given to Landlord, but if Landlord substantially completes the Reconstruction Work within 30 such thirty (30) day period, Xxxxxx’s termination notice shall be null and void. If Landlord notifies Tenant within thirty (30) days following the date of such damage that the Reconstruction Work will take more than one hundred eighty (180) days to complete (which notice shall set forth the length of time which Landlord believes will be required to complete the Reconstruction Work), then Tenant may terminate this Lease within fifteen (15) days after receipt of Landlord's ’s notice, which notice by and if Tenant shall specify does not so terminate, then the effective date of termination. The effective date of termination specified either by Landlord or Tenant one hundred eighty (180) day reconstruction period shall be not less than 15 nor more than 30 days after extended to be the date length of notice time set forth in Landlord’s notice. Reconstruction shall substantially conform to the provisions of such terminationExhibit C and shall cover Landlord's Reconstruction Work and Tenant's Work. If in any case Landlord shall reconstruct the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant only to the foregoing provisions extent of this Section 7.1) Landlord's Reconstruction Work; Tenant, at Tenant's sole cost and expense, shall reconstruct Tenant's Work and shall replace Xxxxxx's merchandise, Improvements and personal property to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required a condition at least equal to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately that prior to the casualty or taking and a just proportion occurrence of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termcasualty.

Casualty. and Taking ------------------- In case during the Term all or any substantial part A&M has heretofore made available to Purchaser evidence of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of all fire and casualty insurance on any of the injury shall be abated from the date Premises maintained by A&M and Sellers, a list of casualty or taking which is set forth on SCHEDULE 7.6, which insurance A&M and Sellers agree to maintain in effect until the Premises Closing. If, prior to the Closing, any Assets are destroyed or become inoperable as a result of any casualty, loss or damage in an amount, individually and without reference to any other occurrences of casualty, loss or damage, of $300,000 or more (a "MATERIAL CASUALTY LOSS"), and prior to the Closing A&M or Sellers have not repaired, restored or replaced such remainder Assets to a condition substantially equivalent to the condition thereof immediately prior to such Material Casualty Loss, then Purchaser may, at its election exercised by written notice, terminate this Agreement, without any further obligation to Sellers. If, notwithstanding a Material Casualty Loss, Purchaser shall not have been restored by Landlord terminated this Agreement, or if prior to the Closing any Assets are destroyed or become inoperable as a result of any casualty, loss or damage not constituting a Material Casualty Loss, the parties shall proceed with the Closing in accordance with this Agreement (with no reduction in the Purchase Price), but at the Closing, Sellers shall assign all proceeds of insurance relating to such casualty, loss or damage to Purchaser, and in case shall pay to Purchaser the amount of any deductible, co-pay or self-insurance relating thereto. The parties acknowledge and agree that, notwithstanding the terms of Section 8.1(g), this Agreement shall not be deemed terminated at any time prior to January 5, 2004 if a Material Casualty Loss has occurred and A&M or Sellers are taking which permanently reduces reasonable and appropriate actions to repair, restore or replace the area of damaged property to a condition substantially equivalent to the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termcondition thereof immediately prior to such Material Casualty Loss.

Casualty. and Taking ------------------- In case during the Term all of damage to or any substantial part destruction of the Premises, whether or not by a risk required to be covered by insurance as set forth in Paragraph 19 of this Lease, this Lease shall not terminate and Tenant shall promptly restore, rebuild, replace or repair (hereinafter referred to as “Restore” or “Restoration”) the Building Premises to substantially the same condition as existed immediately prior to such damage or destruction. Tenant shall pay all costs of such Restoration whether or not such costs are covered by insurance. Such Restoration shall be commenced promptly but in no event later than ninety (90) days after the Lot are damaged materially casualty and shall thereafter be prosecuted with due diligence. Notwithstanding the foregoing, however, in the case of damage to or destruction of the Premises during the last twelve (12) months of the Term that will render the Premises inaccessible or unusable for purposes of conducting Tenant’s business for a period of ninety (90) days or more, Tenant may elect to terminate this Lease by fire or other casualty or by action giving Landlord written notice of public or other authority such election within thirty (30) days following the casualty, in consequence thereofwhich event Tenant shall have no obligation to Restore the Premises; provided, or are taken by eminent domain or however, Tenant shall, at its cost, clear the Premises of debris and return the same to a safe and clean condition, and deliver any insurance proceeds to Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityin accordance with Subparagraph 20(e) below. If Tenant elects to terminate this Lease in accordance with this paragraph, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in thirty (30) days following the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives Tenant’s written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case election (the Premises are rendered unfit for use and occupation and “Termination Date”) upon the Lease is not so terminated, Landlord shall use due diligence (following the expiration payment by Tenant of all periods in which either party may terminate rent and all other sums then due and payable under this Lease pursuant to and including the foregoing provisions Termination Date. Said termination shall not release Tenant from the obligations and liabilities of Tenant under this Section 7.1) to restore the PremisesLease, actual or in case of taking what may remain thereof (excluding any items installed contingent, which have accrued on or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermTermination Date.

Casualty. and Taking ------------------- In case Section 10.01. If the Building is damaged or destroyed by fire, explosion, the elements or otherwise during the Term all so as to render the Building unfit for Tenant to conduct its business, or any substantial part should the Demised Premises be so badly injured that the same cannot be reasonably repaired within two hundred seventy (270) days from the happening of such injury, then, and in such case, the Term hereby created shall, at the option of Tenant, exercised within thirty (30) days of the Premisescasualty, terminate upon the giving of a written notice of termination. Additionally, if the Demised Premises are not in fact repaired within three hundred sixty five (365) days of the casualty, through no fault of the Tenant, Tenant may, upon ninety five (95) days’ written notice (the “Notice/Cure Period”) to Landlord, given on or after the two hundred seventieth (270th) day following the casualty, terminate this Lease unless the repairs to the Demised Premises are completed within the Notice/Cure Period. In either of the aforesaid cases, Landlord shall have a similar right to cancel this Lease if at the time of the casualty (A) there is not at least three (3) years remaining to the Lease Term (as the same may be extended by Tenant exercising any available renewal); or if (B) Landlord’s mortgagee will not make insurance proceeds available to Landlord to restore the Demised Premises and/or Building, and said proceeds are not adequate to restore the Demised Premises and/or Building. If a notice of termination is given, the Building or the Lot are damaged materially by fire or other casualty or by action Term of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence effective as of the event giving rise date of such damage or destruction, and Tenant shall immediately surrender the Demised Premises and all Tenant’s interest therein to Landlord, and pay Basic Rent to the election to terminate which notice shall specify the effective date time of termination, such damage or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesdestruction, and Landlord receives written notice thereof signed by Tenant, or in may re-enter and repossess the case of casualty or taking if the time needed to do the construction work necessary to put the Demised Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months discharged from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of may remove all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termparties therefrom.

Casualty. and Taking ------------------- In case during the Term all event the leased Premises or any substantial part of the Premises, the Building is destroyed or the Lot are damaged materially injured by fire fire, earthquake or other casualty to the extent that they are no longer satisfactory for the conduct of Tenant's business, in whole or by action of public or other authority in consequence thereofpart, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given then Xxxxxxxx will engage a registered architect to Tenant certify within 60 sixty (60) days after such destruction or injury to Landlord and Tenant the occurrence amount of time needed to restore the event giving rise Building and the Premises to substantially the same condition as existed immediately prior to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of casualty. If the time needed to put so restore the Building and Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six exceeds twelve (612) months from the date of casualty the casualty, then either the Landlord or taking Tenant may terminate this Lease by giving the other party such notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 within thirty (30) days after the date notifying party's receipt of notice of such terminationthe architect's certificate. If in any case a casualty causes damages to the Premises are rendered unfit for use Building and occupation and the this Lease is not terminated by either party under the provisions of this section, then Landlord shall diligently rebuild and restore the Building and the Premises. Upon a casualty event, the rent shall be abated equitably on a per diem basis for the portion of the Premises that is unfit for occupancy commencing upon the date of the casualty and ending on the completion of the repair and restoration so as to permit Xxxxxx's full and regular occupancy thereof or the earlier termination of this Lease. During any period of abatement of rent due to casualty or destruction of the Premises, unless this Lease has been terminated, Landlord shall use due diligence its best efforts to locate comparable space for Tenant at the fair market rate not to exceed Xxxxxx's rental rate hereunder. Landlord 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. Notwithstanding anything to the contrary in this -14- <PAGE> Section 17(a). if the casualty occurs in the last eighteen (following 18) months of the expiration then current term of all periods in which the Lease, either party Landlord or Tenant may terminate this Lease pursuant to the foregoing provisions of this Section 7.1upon thirty (30) to restore the Premises, or in case of taking what may remain thereof days written notice. (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3B), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. and Taking ------------------- In case during If Tenant causes material damage to or the Term all destruction of facilities or any substantial part of improvements located within the Premises, or if facilities or improvements located with the Building Premises are declared unsafe or unfit for use or occupancy by a public entity with jurisdiction directly as a result the Lot are damaged materially by fire acts or other casualty omissions of Tenant, then Tenant shall commence repair or by action replacement of public the improvements as required or other authority in consequence thereofpermitted under this section as soon as practical, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 but no later than 90 days after the occurrence event that caused the damage or destruction. Tenant shall diligently perform such repairs to completion. If Tenant does not commence the repairs within 90 days, the District may undertake the repairs. Tenant shall reimburse the District for the actual and documented cost of any such repair costs undertaken by the District (subject to application of insurance proceeds actually received by the District). If Tenant does not reimburse the District for repair costs, the District will deliver a notice of nonpayment requiring Tenant to pay within ten days. Upon the passage of the event giving rise ten days, the District will be authorized to withdraw this cost from the Security Deposit; provided, however, the District’s withdrawal of such cost from the Security Deposit will not be deemed to constitute a waiver of any default or breach under this Lease on the part of Tenant for Xxxxxx’s failure to reimburse District for the repair costs as referred to above. Tenant shall perform the repairs required by this Section 19.1 in accordance with the provisions of this Lease and to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate reasonable satisfaction of the time needed to put District. If the Site is damaged or destroyed through no negligence, act or omission of Tenant and, as a result of such damage or destruction, the Premises or such remainder in as good or better condition than existed immediately prior are not suitable for the Business Objective, Tenant shall have the option to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by delivering written notice given to Landlord District within 30 60 days after receipt following the occurrence of Landlord's noticesuch damage or destruction, in which event this Lease will terminate as of the date specified in Tenant’s notice by whereupon neither the District nor Tenant shall specify have any further liability hereunder, excluding those provisions which are expressly intended to survive the effective date termination or expiration of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such terminationthis Lease. If in any case the Premises are rendered unfit for use and occupation and the Lease is Tenant does not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant as provided above in strict accordance with the time period set forth in the immediately preceding sentence, this Lease will continue in full force and effect, and District will proceed to the foregoing provisions of this Section 7.1) to promptly repair such damage and destruction and restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), Site to the condition existing prior to such damage and destruction. Rent will xxxxx during restoration and repair of the Premises immediately prior in direct proportion to the casualty or taking and a just proportion percentage of the fixed rent and additional rent according Premises which is unusable by Xxxxxx, as determined by the District. District has no obligation to the nature and extent of the injury shall be abated from the date of casualty restore or taking until repair the Premises or such remainder shall have been restored by Landlord and following a casualty except only as otherwise set forth in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termthis Lease.

Casualty. In the event the Premises are damaged or destroyed by fire -------- or other casualty, Lessee shall notify Lessor immediately. In the event the Premises are rendered untenantable by fire or other casualty, Lessor shall have the option of terminating this Lease or rebuilding the Premises and/or Building, and Taking ------------------- in such event written notice of the election by Lessor shall be given to Lessee not later than thirty (30) days after settlement of any of Lessor's insurance claims. In case during the Term all or any substantial part of event Lessor elects to rebuild the Premises, the Building Premises shall be restored to its former condition within a reasonable time, during which time Rent and Lessee's pro rata share of Operating Costs shall be abated in proportion to the part of the Premises which are untenantable. Notwithstanding the foregoing, if such damage or destruction resulted from or was contributed to by the Lot are damaged materially by fire act, omission, fault or other casualty or by action neglect of public or other authority in consequence thereofLessee, or Lessee's employees, invitees or agents, then there shall be no abatement of Rent and Lessee's pro rata share of Operating Costs. In the case of such restoration, Lessor and Lessee shall have the same respective obligations to construct or install improvements as are taken designated in the Workletter. Notwithstanding anything to the contrary contained in this Article, Lessor shall only be obligated to restore or rebuild the Premises to a building standard condition, and nothing herein shall be construed /s/ SHA to obligate Lessor under any circumstances to repair or restore improvements made by eminent domain Lessee or Landlord receives compensable damage specially constructed by reason Lessor for Lessee. In the event Lessor elects to terminate this Lease, the Rent, Additional Rent and Lessee's pro rata share of anything lawfully done on pursuance Operating Costs shall be paid to and adjusted as of public or other lawful authoritythe date of such casualty, the Term of this Lease shall terminate at Landlord's electionthen expire and this Lease shall be of no further force or effect. Thereafter, provided Landlord terminates all other leases in Lessor shall be entitled to sole possession of the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant Premises. In the event the Premises are not repaired and tenantable within 60 150 days after the occurrence of damage or casualty, Lessee shall have the event giving rise option to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by written notice given to Landlord within 30 Lessor at any time thereafter but at least thirty (30) days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking Premises being repaired and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termmade tenantable.

Casualty. and Taking ------------------- In case during If Tenant causes material damage to or the Term all destruction of facilities or any substantial part of improvements located within the Premises, or if facilities or improvements located with the Building Premises are declared unsafe or unfit for use or occupancy by a public entity with jurisdiction directly as a result the Lot are damaged materially by fire acts or other casualty omissions of Tenant, then Tenant shall commence repair or by action replacement of public the improvements as required or other authority in consequence thereofpermitted under this section as soon as practical, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 but no later than 90 days after the occurrence event that caused the damage or destruction. Tenant shall diligently perform such repairs to completion. If Tenant does not commence the repairs within 90 days, the District may undertake the repairs. Tenant shall reimburse the District for the actual and documented cost of any such repair costs undertaken by the District (subject to application of insurance proceeds actually received by the District). If Tenant does not reimburse the District for repair costs, the District will deliver a notice of nonpayment requiring Tenant to pay within ten days. Upon the passage of the event giving rise ten days, the District will be authorized to withdraw this cost from the Security Deposit; provided, however, the District’s withdrawal of such cost from the Security Deposit will not be deemed to constitute a waiver of any default or breach under this Lease on the part of Tenant for Tenant’s failure to reimburse District for the repair costs as referred to above. Tenant shall perform the repairs required by this Section 19.1 in accordance with the provisions of this Lease and to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate reasonable satisfaction of the time needed to put District. If the Site is damaged or destroyed through no negligence, act or omission of Tenant and, as a result of such damage or destruction, the Premises or such remainder in as good or better condition than existed immediately prior are not suitable for the Business Objective, Tenant shall have the option to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by delivering written notice given to Landlord District within 30 60 days after receipt following the occurrence of Landlord's noticesuch damage or destruction, in which event this Lease will terminate as of the date specified in Tenant’s notice by whereupon neither the District nor Tenant shall specify have any further liability hereunder, excluding those provisions which are expressly intended to survive the effective date termination or expiration of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such terminationthis Lease. If in any case the Premises are rendered unfit for use and occupation and the Lease is Tenant does not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant as provided above in strict accordance with the time period set forth in the immediately preceding sentence, this Lease will continue in full force and effect, and District will proceed to the foregoing provisions of this Section 7.1) to promptly repair such damage and destruction and restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), Site to the condition existing prior to such damage and destruction. Rent will xxxxx during restoration and repair of the Premises immediately prior in direct proportion to the casualty or taking and a just proportion percentage of the fixed rent and additional rent according Premises which is unusable by Tenant, as determined by the District. District has no obligation to the nature and extent of the injury shall be abated from the date of casualty restore or taking until repair the Premises or such remainder shall have been restored by Landlord and following a casualty except only as otherwise set forth in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termthis Lease.

Casualty. and Taking ------------------- In case during the Term all event of a fire or any substantial part of other casualty in the Leased Premises, Tenant shall immediately give notice thereof to Landlord. If the Building or the Lot are damaged materially Leased Premises shall be destroyed by fire or other casualty so as to render the Leased Premises untenantable in whole or by action in part, Base Rental shall abate equitably thereafter as to the portion of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason the Leased Premises xxxxxred untenantable (based upon the square footage of anything lawfully done on pursuance the Net Rentable Area rendered untenantable) until the earlier to occur of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 (i) sixty (60) days after the occurrence date Tenant is permitted to commence repair of its leasehold improvements for the portion of the event giving rise Leased Premises so damaged, or (ii) the date the Leased Premises are made tenantable. Landlord agrees to commence and prosecute repair of the Building Standard Improvements promptly and with all due diligence, and Tenant agrees to commence and prosecute repair of its leasehold improvements promptly and with all due diligence, subject in each case to delays for insurance adjustments and delays caused by matters beyond the applicable party's control, zoning laws and building codes then in effect, and to the election to terminate which notice shall specify termination rights set forth below. In the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate event any portion of the time needed to put the Premises Project is damaged by fire or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposescasualty, and if such damage is such that Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed cannot reasonably be expected to do the construction substantially complete its repair work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six one hundred and eighty (6180) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminatedcasualty, as reasonably estimated by a responsible contractor selected by Landlord, then Landlord shall use due diligence (following have the expiration of all periods in which either party may right to terminate this Lease pursuant and all Rent owing under this Lease up to the foregoing provisions time of such destruction or termination shall be paid by Tenant and thenceforth this Lease shall cease and come to an end. Landlord shall give Tenant written notice of its decisions, estimates or elections under this Section 7.16.5 within sixty (60) days after any such damage or destruction. In the event any portion of the Leased Premises is damaged by fire or other casualty, and if such damage is such that Landlord cannot reasonably be expected to substantially complete its repair work of the Building Standard Improvements within the Leased Premises within one hundred and eighty (180) days after the date of the casualty to the extent necessary to allow Tenant to commence repair of its leasehold improvements, as reasonably estimated by a responsible contractor selected by Landlord, and Landlord has not terminated this Lease as herein provided, then Tenant shall have the right, within thirty (30) days after Landlord delivers the estimate to Tenant of time to restore, to terminate this Lease. Notwithstanding anything to the contrary contained in this Section 6.5. if at the time of any damage to the Project, less than one (1) year remains in the Term, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease. Additionally, notwithstanding anything to the contrary contained in this Section 6.5, (a) Landlord shall be obligated to restore or rebuild (i) the Premisesdamaged property only to the extent of the net insurance proceeds made available to Landlord for restoration or rebuilding by the holder of any mortgage or deed of trust or lessor under any ground lease, or in case and (ii) only the portion of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), the Leased Premises that consists of Building Standard Improvements and only to the condition of the Premises that existed immediately prior to the casualty or taking casualty, and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury nothing herein shall be abated from construed to obligate Landlord under any circumstances to repair or restore any of Tenant's leasehold improvements in excess of Building Standard Improvements, and (b) if the date Leased Premises, the Project, or any portion thereof shall be damaged through the negligence or willful misconduct of casualty Tenant or taking until any of its agents, employees or invitees, the Premises or such remainder shall have been restored cost of any repairs made by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent not covered by insurance proceeds received by Landlord shall be abated for the remainder of the Termpaid by Tenant and Rent shall continue unabated.

Casualty. and Taking ------------------- In case during the Term all or any substantial part -------- of the Premises, the Building or the Lot are (i.e. require greater than nine (9) months to rebuild) is damaged materially by fire or any other casualty or by action of public or other authority in consequence thereof("Substantial Casualty"), or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, then this Lease shall shall, except as hereinafter provided terminate at LandlordLandlord or Tenant's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant the other party within 60 thirty (30) days after the occurrence of the event giving rise to the election to terminate casualty, which notice of termination shall specify the effective date of termination, or if Landlord does termination which shall not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 sixty (60), days after the date of notice of such termination. If in any case In such event the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent Fixed Rent and additional rent shall be abated for the remainder as of the Term.date of such casualty. In the event of any fire or casualty to the Building, unless the Lease is so terminated, Landlord shall, as promptly as practicable, repair, replace and restore the Building into substantially the same condition as it was prior to the casualty for use and occupation to the extent of the proceeds of insurance, less adjuster's fees and other reasonable expenses of collection, but including the insurance deductible(s ). In the event of fire or other casualty which does not damage all or a substantial part of the-Building, the Fixed Rent and additional rent shall xxxxx on an equitable basis from the date of such casualty until such area is restored to substantially the same condition as it was prior to the casualty. In addition, if such damage is not repaired and the Building restored to substantially the same condition as it was prior to such damage within nine months from the date of such damage, plus, a reasonable period of time (not exceeding 90 days after such fire or other casualty) to recover the insurance proceeds, Tenant, within five days from the expiration of such nine month period or from the expiration of any extension thereof pursuant to the terms hereof, may terminate this Lease by notice to Landlord, specifying a date not more than 10 days after the giving of such notice on which the term of this

Casualty. and Taking ------------------- In case during If the Term all Premises or Project, or any substantial portion of either, shall be damaged by fire or other casualty covered by the insurance carried or required to be carried by Landlord hereunder, and the cost of repairing such damage shall not be greater than ten percent (10%) of the then full replacement cost thereof, then, subject to the following provisions of this Article, Landlord shall repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance carried by Landlord hereunder, (b) by fire or other casualty covered by insurance carried by Landlord hereunder and Landlord's mortgagee requires that such insurance proceeds be used to retire the mortgage debt, or to an extent greater than ten percent (10%) of the then full replacement cost thereof, then Landlord shall have the option to either (I) repair or reconstruct the same to substantially the same condition as immediately prior to such fire or other casualty, or (ii) terminate this Lease by so notifying Tenant within ninety (90) days after the date of such fire or other casualty, such termination to be effective as of the date of such notice. 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 Premises are completed, or if the Premises are not repaired, until the termination date hereunder. Other than such Rent abatement, no damages, compensation or claim shall be payable by Landlord for loss of the use of the whole or any part of the Premises, Tenant's personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. If this Lease is terminated as provided in (c)(ii) above, all Rent shall be apportioned and paid up to the Building termination date. Landlord shall not be required to repair or the Lot are damaged materially by fire replace any furniture, furnishings or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant personal property which Tenant may be required entitled to remove from the Premises or any property constructed and installed by or for Tenant pursuant to Section 3.1 8.01 hereof or 3.3), to the condition any installations in excess of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermBuilding Standard.

Casualty. and Taking ------------------- In case during of damage to or destruction of the Term Building or other improvements after the Commencement Date of this Lease, by fire or other insurable casualty, Landlord shall promptly restore, repair, replace and rebuild the same as nearly as possible to the condition that the same were in immediately prior to such damage or destruction. Tenant shall forthwith give Landlord written notice of such damage or destruction upon the occurrence thereof and specify in such notice, in reasonable detail, the extent thereof. Subject to receipt by Landlord of insurance proceeds covering all Base Rent and other charges due from Tenant, the Base Rent and Operating Cost shall abatx xxxably for the period of time that the Premises is untenantable, in whole or any substantial in part (based upon the portion of the Premises that is untenantable). Such restoration, repairs, replacements, rebuilding, changes and alterations, including the cost of temporary repairs for the protection of the Premises, or any portion thereof, ending with the completion thereof are sometimes hereinafter referred to as the "Restoration". In the event the insurance proceeds are inadequate to restore the Building or the Lot are damaged materially by fire or and other casualty or by action of public or other authority in consequence thereofimprovements, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by written notice to Tenant given to Landlord within 90 days following the damage or destruction unless Tenant agrees in writing within 30 days after receipt thereafter to pay for any shortfall and provides evidence reasonably acceptable to Landlord of Landlordthe availability of such funds. Landlord shall not be responsible for damages to Tenant's noticepersonal property or trade fixtures, which notice by and Tenant shall specify bear the effective date cost to repair or replace those items. If fire or other casualty shall render the whole or any material portion of termination. The effective date of termination specified either by Landlord or Tenant shall the Premises untenantable, and the Premises can reasonably be not less than 15 nor more than 30 expected to be made tenantable within two hundred seventy (270) days after from the date of such event, Landlord shall repair and restore the Premises to as near their condition prior to the fire or other casualty as is reasonably possible within such two hundred seventy (270) day period (subject to delays for causes beyond Landlord's reasonable control) and notify Tenant that it will be doing so, such notice to be mailed within thirty (30) days from the date of such termination. If damage or destruction, and this Lease shall remain in any case full force and effect, but the Base Rent and Operating Cost for the period during which the Premises are rendered unfit for use untenantable shall be abated pro rata (based upon the portion of the Premises which is untenantable), provided Landlord receives from Tenant proceeds from the loss of rents insurance set forth in Section 13(a)(iii)(v) sufficient to cover all Base Rent and occupation and other charges due hereunder. If the Lease is Premises cannot so terminatedreasonably be expected to be made tenantable within two hundred seventy (270) days from the date of such event, either Landlord shall use due diligence or Tenant, by notice in writing to the other, mailed within thirty (following 30) days from the expiration date of all periods in which either party such damage or destruction, may terminate this Lease pursuant to the foregoing provisions of this Section 7.1effective upon a date within thirty (30) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated days from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termnotice.

Casualty. and Taking ------------------- In case during the Term all event of a fire or any substantial part of other casualty in the Leased Premises, Tenant shall promptly give notice thereof to Landlord. If the Building or the Lot are damaged materially Leased Premises shall be destroyed by fire or other casualty so as to render the Leased Premises untenantable in whole or by action in part, Base Rental shall xxxxx equitably thereafter as to the portion of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason the Leased Premises rendered untenantable (based upon the square footage of anything lawfully done on pursuance the Net Rentable Area rendered untenantable) until the earlier to occur of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 (i) sixty (60) days after the occurrence date Tenant is permitted to commence repair of its leasehold improvements for the portion of the event giving rise Leased Premises so damaged, or (ii) the date the Leased Premises are made tenantable. Landlord agrees to commence and prosecute repair of the Building Standard Improvements promptly and with all due diligence, and Tenant agrees to commence and prosecute repair of its leasehold improvements promptly and with all due diligence, subject in each case to delays for insurance adjustments and delays caused by matters beyond the applicable party's control, zoning laws and building codes then in effect, and to the election to terminate which notice shall specify termination rights set forth below. In the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate event any portion of the time needed to put the Premises Project is damaged by fire or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposescasualty, and if such damage is such that Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed cannot reasonably be expected to do the construction substantially complete its repair work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six two hundred seventy (6270) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of casualty, as reasonably estimated by a responsible contractor selected by Landlord, then Landlord shall have the right to terminate this Lease and all Rent owing under this Lease up to the time of such destruction or termination shall be paid by Tenant and thenceforth this Lease shall cease and come to an end. Landlord shall give Tenant written notice of its decisions, estimates or elections under this Section 6.5 within sixty (60) days after any such terminationdamage or destruction. If In the event any portion of the Leased Premises is damaged by fire or other casualty, and if such damage is such that Landlord cannot reasonably be expected to substantially complete its repair work of the Building Standard Improvements within the Leased Premises within two hundred seventy (270) days after the date of the casualty to the extent necessary to allow Tenant to commence repair of its leasehold improvements, as reasonably estimated by a responsible contractor selected by Landlord, and Landlord has not terminated this Lease as herein provided, then Tenant shall have the right, within thirty (30) days after Landlord delivers the estimate to Tenant of time to restore, to terminate this Lease. Notwithstanding anything to the contrary contained in this Section 6.5, if at the time of any case substantial damage to the Project, less than one (1) year remains in the Term, then Landlord, at Landlord's sole option, shall have the right to terminate this Lease. Additionally, notwithstanding anything to the contrary contained in this Section 6.5, (a) Landlord shall be obligated to restore or rebuild (i) the damaged property only to the extent of the net insurance proceeds made available to Landlord for restoration or rebuilding by the holder of any mortgage or deed of trust or lessor under any ground lease; provided, however, if such proceeds are insufficient for the restoration Landlord is obligated to make pursuant to this Section 6.5 and Landlord elects (in its sole discretion) not to restore the damaged property in accordance with the requirements of clause (ii) below and such election not to make such restoration results in the Leased Premises are rendered unfit for use and occupation and the Lease is not so terminatedbeing untenantable, Landlord shall use due diligence furnish notice thereof to Tenant and Tenant shall have the right to terminate this Lease within thirty (following the expiration 30) days after receipt of all periods in which either party may such notice from Landlord (failing which, Tenant shall have waived its right to so terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof clause (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3i)), and (ii) only the portion of the Leased Premises that consists of Building Standard Improvements and only to the condition of the Premises that existed immediately prior to the casualty or taking casualty, and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury nothing herein shall be abated from construed to obligate Landlord under any circumstances to repair or restore any of Tenant's leasehold improvements in excess of Building Standard Improvements, and (b) if the date Leased Premises, the Project, or any portion thereof shall be damaged through the negligence or willful misconduct of casualty Tenant or taking until any of its agents, employees or invitees, the Premises or such remainder shall have been restored cost of any repairs made by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent not covered by insurance proceeds received by Landlord shall be abated for the remainder of the Termpaid by Tenant and Rent shall continue unabated.

Casualty. and Taking ------------------- In case during If the Term all or any substantial part of the Premises, the Building or the Lot Premises are damaged materially by fire or other casualty or by action the elements to the extent that, in the judgment of public or other authority in consequence thereofLandlord, the damage cannot be repaired within one hundred twenty (120) days, or are taken by eminent domain if the Building is so damaged that Landlord shall decide to demolish, rebuild or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityreconstruct the Building, this Lease shall shall, at the option of Landlord, terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence as of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking such casualty, and Tenant may terminate this Lease by notice given shall immediately surrender the Premises to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after and pay Rent up to the date of notice of such terminationsurrender. If in any case the Premises are rendered unfit for use and occupation and the this Lease is not so terminated, Landlord shall use due diligence (following shall, within a reasonable time, rebuild or repair the expiration of all periods Premises to substantially the same condition in which either party they existed prior to such damage; provided, however, Landlord's obligation hereunder shall be limited to the insurance proceeds available, and paid1 to Landlord on account of such damage and to improvements initially constructed at Landlord's cost. Promptly upon completion of Landlord's repairs, Tenant shall repair and replace all other alterations and improvements installed in the Premises by or for Tenant and the Personal Property of Tenant. After any casualty to the Premises, Tenant shall continue to owe and pay Rent, but, subject to the next succeeding sentence, Rent shall be equitably abated until the earlier of the date possession of the entire reconstructed Premises is restored to Tenant or the Lease terminates. If the Premises or any other portion of the Building is damaged by fire or other casualty resulting from the negligent or willful acts or omissions of Tenant or any of Tenant's agents, contractors, employees, or invitees, the Rent shall not be so abated. Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses or other type of injury or damage resulting from the repair of any such damage, or any delay in making such repairs, or for the termination of this Lease as herein provided. Landlord may terminate this Lease pursuant upon any damage or destruction to the foregoing provisions of this Section 7.1Premises occurring during the final two (2) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition years of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Lease Term.

Casualty. If the Premises or a substantial portion thereof is rendered untenantable by fire, an act of God or force majeure, or any other cause and Taking ------------------- In case during Landlord reasonably determines (based on the determination of an independent architect or engineer) that the damage cannot be repaired within one hundred twenty (120) days after Landlord is notified of the casualty, then either Landlord or Tenant may, within thirty (30) days after such determination (which shall be provided to Tenant), give the other notice of termination of this Lease, and the Term all shall expire thirty (30) days after such notice is given, with rent being apportioned as of the date of Lease termination. If either Landlord or any substantial part of Tenant have not elected to terminate as herein provided, Landlord shall repair the Premises, but only to the Building extent of the insurance proceeds actually received by Landlord, with Tenant obligated to pay any deductible. If such repair is not completed within one hundred eighty (180) days, the Tenant shall have the right to terminate this lease by giving written notice to Landlord which termination shall be effective thirty (30) days after such notice is given. If insurance proceeds paid to Landlord are not sufficient to complete the required repairs and Landlord elects not to complete same, Landlord shall notify Tenant and Tenant shall have the right to terminate the Lease. During any period Tenant is not able to occupy the Premises on account of any repair or restoration, Tenant will have no obligation to pay rent or other amounts due hereunder. Tenant shall give Landlord prompt written notice of any damage to the Lot are damaged materially Premises by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at casualty. Landlord's election, provided Landlord terminates all other leases in obligations to restore are strictly limited to the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence replacement of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or takingbasic Building area. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) not be obligated to restore the Premisesany alterations, personal property, furniture, fixtures or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termequipment.

Casualty. and Taking ------------------- In case during the Term If all or any substantial part portion of the Premises, the Building Premises becomes untenantable or the Lot are damaged materially inaccessible by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify Premises or the effective Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, but in no event later than ninety (90) days following the date of terminationsuch Casualty, or if shall cause a general contractor selected by Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding provide Landlord with a written estimate of the amount of time needed required, using standard working methods, to put substantially complete the repair and restoration of the Premises or and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). Landlord shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises and any Common Areas necessary to provide access to the Premises cannot be made tenantable and the Premises and such remainder in as good or better Common Areas restored to the condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed Casualty within six one hundred eighty (6180) months days from the date of casualty or taking Tenant may the Casualty, then either party shall have the right to terminate this Lease upon written notice to the other within thirty (30) days after Tenant’s receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease under the immediately preceding sentence if the Casualty was caused by the willful misconduct of Tenant or any Tenant Related Parties. In addition, (a) either party, by notice given to Landlord the other party within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if the Premises have been materially damaged and less than two (2) years of the Term remain after the date of the Casualty, (b) Landlord, by written notice to Tenant within ninety (90) days after the date of the Casualty, shall have the right to terminate this Lease if (1) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (2) a material uninsured loss to the Building or Premises occurs; provided, however, that Landlord may only exercise its right to termination this Lease under this clause (b) if it terminates the leases of all other tenants of the Building similarly affected by such termination. If in [***]Confidential treatment has been requested 18 Casualty, and (c) Tenant shall have the right to terminate this Lease if the Premises or any case Common Areas necessary to provide access to the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence restored within two hundred ten (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1210) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated days from the date of casualty the Casualty (subject to extension due to any events of Force Majeure for a period not to exceed thirty (30) days), upon thirty (30) days’ prior written notice to Landlord, provided that if such restoration is completed on or taking until before the Premises expiration of such thirty (30) day period, then such termination shall be deemed null and void and this Lease shall continue in full force and effect. If this Lease is terminated by either party on account of any Casualty as provided in this Section 14, then Tenant shall pay to Landlord (by assignment or such remainder shall have been restored by Landlord and otherwise) the insurance proceeds paid or payable to Tenant under the policy(ies) referred to in case of a taking which permanently reduces the area Section 13.02(b) on account of the Premises, a just proportion damage to or loss of the fixed rent and additional rent Leasehold Improvements in the Premises; however, from any such proceeds actually received by Tenant, Tenant shall be abated for entitled to retain any amount up to the remainder depreciated amount of the TermExcess Tenant Work Costs after deduction of the Allowance.

Casualty. and Taking ------------------- In case the event the Leased Premises shall be damaged or destroyed during the Term all or any substantial part of the PremisesTerm, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereofLandlord shall promptly proceed to repair, restore, replace, or are taken rebuild the Leased Premises (excluding restoration of any alterations made by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election Leased Premises) to terminate substantially the same condition in which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed same were immediately prior to such firedamage or destruction, other casualty and Landlord thereafter shall diligently prosecute said work to completion without delay or takinginterruption. In case of a taking of part of Notwithstanding the Premisesforgoing, if the remainder damage to the Leased Premises is insufficient for use for Tenant's purposesso substantial that (a) the repair, and Landlord receives written notice thereof signed by Tenant, restoration or in the case rehabilitation of casualty or taking if the time needed such damage cannot reasonably be expected to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually be substantially completed within six (6) months 180 days from the date of casualty such 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 taking Tenant (d) the Building is damaged to the extent of fifty percent (50%) or 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 given to the other party within thirty (30) days of the date of such casualty. Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to repair, restore, replace, or rebuild the Leased Premises exceed the amount of the insurance proceeds received by Landlord within 30 in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to the extent the Leased Premises cannot be occupied due to such 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 Tenant re-occupies the Untenantable Premises, or (b) thirty (30) days after receipt following the completion of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termrepair obligation as above stated.

Casualty. and Taking ------------------- In Tenant shall give prompt notice to Landlord in case during of any fire or other damage to the Term all Premises or any substantial part of the Premises, Building. If (a) the Building or the Lot are Premises shall be damaged materially to the extent of fifty percent (50%) or more of the cost of replacement thereof; or (b) the Premises or Building shall be destroyed or substantially damaged as a result of a risk not insured by fire Landlord hereunder; or other casualty (c) the Premises shall be damaged to the extent of thirty percent (30%) or by action more of public the cost of replacement thereof during the last two (2) years of the Term (or other authority any renewal term), then or in consequence thereofany of such events, Landlord may elect either to repair the damage as aforesaid, or are taken to cancel this Lease by eminent domain written notice of cancellation given to Tenant within ninety (90) days after the date Landlord is in receipt of all relevant information regarding an occurrence specified in clauses (a), (b), or (c) of this sentence. Should Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityelect to terminate the lease, this Lease shall terminate at with the same force and effect as though the date set forth in the Landlord's electionnotice of termination pursuant to this Section 19.1 were the Expiration Date of the Lease. Should Landlord elect to terminate this Lease, provided Xxxxxx's liability for the Rent shall cease as of the date of such damage or destruction and Landlord terminates all shall make an equitable refund of any Rent paid by Xxxxxx in advance and not earned. Unless this Lease is terminated by Landlord, as aforesaid, this Lease shall remain in full force and effect. Provided Tenant is not the cause of the fire or other leases casualty, in the Buildingevent the Premises is rendered wholly untenantable, the Base Rent and Additional Rent shall be fully abated, or if only partially damaged, such Base Rent and Additional Rent shall be abated proportionately as to that portion of the Premises rendered untenantable and not actually used by Tenant during such period. In either of the foregoing events, Base Rent and Additional Rent shall xxxxx (unless Landlord shall elect to terminate this Lease as set forth above) until ten (10) days after notice by Landlord to Tenant that the Premises have been substantially repaired and restored to the extent required hereunder of Landlord or until Xxxxxx's business operations are restored in the entire Premises, whichever shall occur sooner. Tenant may continue the operation of Xxxxxx's business in the part of Premises not so damaged to the extent reasonably practicable from the standpoint of prudent business management and safety concerns. Tenant shall not be entitled to and hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and for any inconvenience or annoyance occasioned by any such damage, destruction, repair or restoration. The provisions of any statute or other law which may be made notwithstanding Landlord's entire interest may be divested, by notice given allow Tenant to Tenant within 60 days after automatically terminate the lease or otherwise exercise a right of termination upon the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of terminationdamage, destruction or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice untenantability are hereby expressly waived by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury 19.1 shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termcontrol.

Casualty. Borrower shall immediately endorse, and Taking ------------------- In case during cause all such third parties to endorse, such check payable to the Term all order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-infact, coupled with an interest, to endorse such check payable to the order of Lender. Borrower further authorizes Lender, at Lender's option, (a) to hold the balance of such proceeds with respect to any Significant Casualty to be used to reimburse Borrower for the cost of reconstruction or repair of the Property or (b) subject to the immediately following paragraph, to apply such proceeds to the payment of the sums secured by this Instrument whether or not then due, in any substantial order. The expenses incurred by Lender in the settlement, adjustment and collection of any insurance proceeds shall become part of the PremisesDebt and shall be reimbursed by Borrower to Lender upon demand. Lender shall not exercise Lender's option to apply insurance proceeds to the payment of the sums secured by this Instrument if all of the following conditions are met: (i) no Event of Default has occurred which is then continuing; (ii) Lender deteimines that there will be sufficient funds to restore and repair the Property to the Pre-existing Condition (as hereinafter defined); (iii) Lender agrees in writing that the rental income of the Property, after restoration and repair of the Building Property to the Pre-existing Condition, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations (including any obligations under any permitted subordinate financing) relating to the Property and maintain a Debt Service Coverage Ratio of at least 1.25 to 1.0; (iv) Lender deteiiiiines that restoration and repair of the Property to the Pre-existing Condition will be completed within one year of the date of the loss or casualty to the Lot are damaged materially by Property, but in no event later than six months prior to the Maturity Date; (v) less than 30 percent of the total floor area of the improvements has been damaged, destroyed or rendered unusable as a result of such fire or other casualty; (vi) tenant leases demising in the aggregate at least 65% of the total rentable space at the Property in effect as of the date of the occurrence of such fire or other casualty or by action of public or other authority remain in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days full force and effect during and after the occurrence completion of the event giving rise restoration and repair of the Property; and (vii) Lender is reasonably satisfied that the Property can be restored and repaired as nearly as possible to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder condition it was in as good or better condition than existed immediately prior to such firecasualty and in compliance with all applicable zoning, building and other casualty or takinglaws and codes (the "PRE-EXISTING CONDITION"). In case of a taking of part If Lender elects to make the insurance proceeds available for the restoration and repair of the PremisesProperty, Borrower agrees that, if at any time during the remainder is insufficient for use for Tenant's purposesrestoration and repair, the cost of completing such restoration and repair, as determined by Lender, exceeds the undisbursed insurance proceeds, Borrower shall, immediately upon demand by Lender, deposit the amount of such excess with Lender, and Landlord receives written notice thereof signed Lender shall first disburse such deposit to pay for the costs of such restoration and repair on the same terms and conditions as the insurance proceeds are disbursed. If the insurance proceeds are held by TenantLender to reimburse Borrower for the cost of restoration and repair of the Property, then Borrower shall restore the Property to the equivalent of its original condition or such other condition as Lender may approve in writing, and Borrower shall promptly begin such restoration and at all times thereafter diligently prosecute such restoration to completion. Lender may, at Lender's option, condition disbursement of said proceeds on Lender's approval of such plans and specifications of an architect satisfactory to Lender, contractor's cost estimates, architect's certificates, waivers of liens, sworn statements of mechanics and materialmen and such other evidence of costs, percentage completion of construction, application of payments; and satisfaction of liens as Lender may reasonably require. If the insurance proceeds are applied to the payment of the sums secured by this Instrument, any such application of proceeds to principal shall not extend or postpone the due dates of the monthly installments due under the Note, under Section 25(d) hereof, or otherwise under the Loan Documents, or change the amounts of such installments. If the Property is sold at foreclosure or pursuant to power of sale or if Lender acquires title to the Property, Lender shall have all of the right, title and interest of Borrower in and to any insurance policies and unearned premiums thereon and in and to the case of casualty or taking if proceeds resulting from any damage to the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately Property prior to such fire, other casualty sale or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termacquisition.

Casualty. and Taking ------------------- In case during If the Term all or any substantial part of the Premises, the Building Premises or the Lot are Project is damaged materially 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 action 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 public 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 authority casualty, and Landlord shall complete the same as soon as possible thereafter (but in consequence thereofno event later than two hundred seventy (270) days from the date of the commencement of such restoration and replacement), Landlord diligently pursuing such restoration or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityreplacement to completion, subject to Force Majeure Events. If either party elects to terminate this Lease as provided in this Section, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in on the Building, date which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 is thirty (30) days after following the occurrence date of the event giving rise notice of termination. Landlord shall not be obligated to repair any damage to Tenant’s inventory, trade fixtures or other personal property. Notwithstanding anything in this Section to the election contrary, Landlord shall have no obligation to terminate which notice shall specify the effective date of termination, repair or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put restore the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other the Project on account of damage resulting from any casualty or taking. In case of a taking of part of which occurs during the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six last twelve (612) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. and Taking ------------------- In case during If the Term all or any substantial part of the Premises, the Building Premises or the Lot are Project is damaged materially 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 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 Landlord may by action written notice to Tenant within thirty (30) days following such notice by Landlord terminate this Lease. Unless such damage or destruction is the result of public the negligence or other authority in consequence thereofwillful 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 are taken Project; Tenant shall restore or replace the improvements to the Premises required to be insured by eminent domain Tenant hereunder; and this Lease shall continue in full force and effect in accordance with the terms hereof except for the abatement of Rent referenced 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 receives compensable damage by reason shall restore or replace the damaged or destroyed portions of anything lawfully done on pursuance the Premises or Project that Landlord is required to restore or replace hereunder within a reasonable time, subject to Force Majeure Events, Tenant Delays, and the availability of public or other lawful authorityinsurance proceeds and governmental approvals. If Landlord elects to terminate this Lease as provided in this Section, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in on the Building, date which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 is thirty (30) days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from following the date of casualty or taking Tenant may terminate this Lease by the notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord 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 Tenant earlier termination of this Lease, neither party shall be not less than 15 nor more than 30 days after have any liability to the date of notice 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 in any case the Premises or any portion of the Project are rendered unfit for use damaged or destroyed by fire or other casualty caused by the recklessness or 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 occupation and expense. Notwithstanding anything in this Section to the Lease is not so terminatedcontrary, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant have no obligation to the foregoing provisions of this Section 7.1) to repair or restore the PremisesPremises or the Project on account of damage resulting from any casualty which occurs during the last twelve (12) months of the Term, or in case if the estimated cost of taking what may remain thereof such repair or restoration would exceed fifty percent (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition 50%) of the Premises immediately reasonable value of the Building prior to the casualty or taking casualty. The abatement of Rent, if applicable hereunder, and a just proportion termination of this Lease by Tenant, if applicable hereunder, are the fixed rent and additional rent according sole remedies available to Tenant in the nature and extent of the injury shall be abated from the date of casualty or taking until event the Premises or such remainder shall have been restored the Project is damaged or destroyed, in whole or in part, by Landlord fire or other casualty. In addition and notwithstanding anything to the contrary in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.this

Casualty. and Taking ------------------- In case (a) If at any time during the Lease Term all or any substantial part of the Premises, the Building or the Lot Premises are damaged materially by a fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminatedcasualty, Landlord shall use due diligence notify Tenant within sixty (following the expiration of all periods in which either party may terminate this Lease pursuant 60) days after such damage as to the foregoing provisions amount of this Section 7.1) time Landlord reasonably estimates it will take to restore the Premises, or in case of taking what may remain thereof . If the restoration time is estimated to exceed three hundred sixty-five (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated 365) days from the date Landlord receives all permits, approvals, and licenses required to begin reconstruction (assuming the receipt of casualty all such permits, approvals and licenses), either Landlord or taking until Tenant may elect to terminate this Lease upon written notice to the Premises other party given no later than thirty (30) days after Landlord’s notice as to the length of the restoration period. If neither party elects to terminate this Lease or such remainder if Landlord estimates that restoration will take 365 days or less, then, subject to receipt of sufficient insurance proceeds provided that Landlord maintained the insurance required hereunder, Landlord shall have been restored by Landlord and in case of a taking which permanently reduces the area of promptly restore the Premises, a just proportion excluding Txxxxx’s Personal Property and tenant improvements insured or required to be insured by Tenant hereunder. Promptly following Landlord’s completion of its restoration obligations, Tenant shall commence and thereafter diligently perform, at its expense, all repairs or restoration not required to be performed by Landlord. Notwithstanding the fixed rent foregoing, if the destruction provided above shall occur and additional rent there shall be abated for less than two (2) years remaining in the remainder of Lease Term, including any Renewal Term (unless Tenant agrees to then exercise an available renewal option, if any), then Landlord or Tenant may elect to terminate the TermLease by written notice to the other party made within ninety (90) days after the destruction.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of event the Premises, the Building or the Lot Leased Premises are damaged materially by fire or other casualty covered by Landlord's insurance, Landlord shall repair the damage at its expense within a reasonable time. If the damage cannot be repaired within one hundred eighty (180) days (as estimated by an architect chosen by Landlord), this Lease may be terminated by either Landlord or Tenant by action written notice within thirty (30) days after receipt of public the architect's damage certification and shall then terminate as of the date such notice is given, Tenant shall pay all rent due under this Lease, prorated to the date of such notice, and all other sums owing at that time and shall immediately surrender possession of the Leased Premises to Landlord. However, if the damage can be repaired within one hundred eighty (180) days or if it cannot be repaired within such time but neither party exercises its option to terminate this Lease, Landlord shall, within thirty (30) days of such damage, begin to repair the Leased Premises and shall proceed with reasonable diligence to restore the Leased Premises to the same condition as existed immediately prior to the occurrence of such casualty. The rent shall be abated during the time the premises are unfit for occupancy. Landlord shall not be required to rebuild, repair or replace any of the furniture, equipment, fixtures or other authority in consequence thereofimprovements which may have been placed on the Leased Premises by Tenant. In the event any mortgagee under a deed of trust, security agreement or are taken by eminent domain or mortgage on the building should require that the insurance proceeds be used to retire the mortgage debt, Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, shall have no obligation to rebuild and this Lease shall terminate at Landlord's electionupon written notice to Tenant. In the event the building is so badly damaged by fire or other casualty, provided even though the Leased Premises may not be affected, that Landlord terminates all other leases in the Buildingdecides, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 ninety (90) days after the occurrence destruction, not to rebuild or repair the building (such decision being vested exclusively in the discretion of Landlord), then in such event Landlord shall notify Tenant in writing and this Lease shall terminate as of the event giving rise time such notice is given, and the Tenant shall pay rent hereunder apportioned to the election to terminate which time such notice is given and shall specify pay all other obligations of Tenant owing on the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify immediately surrender the effective date of terminationLeased Premises to Landlord. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to Notwithstanding the foregoing provisions of this Section 7.1) to restore 24, Tenant agrees that if the Premises, Leased Premises or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition other part of the Premises immediately prior building is damaged by fire or other casualty caused by the fault or negligence of Tenant or Tenant's agents, employees or invitees, Tenant shall have no option to terminate this Lease, even if the casualty or taking damage cannot be repaired within one hundred eighty (180) days and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall not be abated from or reduced before or during the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termrepair period.

Casualty. If the improvements on the Property are substantially damaged prior to Closing, Seller will immediately notify Purchaser, in writing of such damage. Within twenty (20) days of Purchaser's receipt of Seller's notice Purchaser may, at Purchaser's option, terminate this Agreement in writing to Seller. If Purchaser does not terminate this Agreement within said twenty (20) day period, the Parties will fully perform their obligations under this Agreement, and Taking ------------------- In case during Seller will assign to Purchaser Seller's rights to any and all insurance proceeds which Seller is entitled to receive on account of such casualty loss. If, prior to the Term Closing, the improvements on the Property are damaged less than substantially, then, at Purchaser’s option sole option: (1) Seller shall repair such damage, and the Parties will proceed pursuant to the provisions of this Agreement with the Closing, extended for a period of time to accommodate such repair not to exceed one hundred twenty (120) days; or (2) the Parties shall proceed to Closing, the Parties will fully perform their obligations under this Agreement, and Seller will assign to Purchaser Seller's rights to any and all or any substantial part insurance proceeds which Seller is entitled to receive on account of such casualty loss. For purposes of this Section the term "substantially damaged" will mean damage that requires repairs which cost more than twenty-five percent (25%) of the PremisesPurchase Price. At the request of either Party, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases Parties will engage a real estate appraiser licensed in the Building, state of Nevada to determine the cost of repairing damage to the Property. Purchaser will select the appraiser from a list of three appraisers which may be made notwithstanding Landlord's entire interest may be divested, by notice given Seller will prepare and deliver to Tenant Purchaser within 60 ten (10) days after of the occurrence of damage to the improvements located on the Property. Each Party will pay one-half of the appraiser's fee. In the event giving rise to of any conflict between the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore and the Premisesprovisions of NRS 113.030 through NRS 113.050 (collectively, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3the “Nevada Uniform Vendor and Purchaser Risk Act”), to the condition provisions of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury this Section shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and control in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.all respects. /s/ BG /s/ BG Seller Initials Purchaser Initials

Casualty. and Taking ------------------- In case during the Term all event of any loss, damage, or any substantial part of destruction to the Premises, the Building -------- Improvements or the Lot are damaged materially Personal Property after the date hereof and prior to the Closing by fire or other casualty (a "Casualty") which is not a Major Casualty Seller shall promptly notify Buyer of the occurrence thereof. In the event of such Casualty, at the Seller's sole option, Seller shall have the right to (i) repair and restore the loss, damage or by action of public destruction before or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of Closing, in which event (a) Seller shall cause the event giving rise Improvements and/or Personal Property to be restored to substantially the condition in which they existed immediately prior to the election Casualty, (b) Seller shall be entitled, but not obligated, in Seller's sole discretion, to terminate postpone the Closing for up to thirty (30) days upon written notice of such postponement to Buyer, which notice shall specify the effective a new date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposesClosing hereunder, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking (c) if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's repair and restoration work is not actually completed within six (6) months from at Closing, Buyer shall have the date right to withhold payment of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt the estimated cost of Landlord's noticerepair and restoration for such Facility, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after paid promptly upon completion of the date repair and restoration work, or (ii) without repairing the Casualty, and without recourse or warranty, assign to Buyer at the Closing all of notice of such termination. If Seller's right, title, and interest, if any, in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of to all periods in which either party may terminate this Lease pursuant insurance proceeds payable with respect to the foregoing provisions of this Section 7.1) to restore Casualty, and pay Buyer the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition amount of the Premises immediately prior to deductible (or the casualty or taking self-insured retainage) under Seller's insurance policy, whereupon the Closing shall take place as if no Casualty had occurred and a just proportion of without any reduction in the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermPurchase Price.

Casualty. and Taking ------------------- In case during the Term If all or any substantial a part of the Premises shall be damaged or destroyed by casualty ("CASUALTY"), subject to the provisions of Paragraph 15, (i) Tenant shall, with reasonable promptness and diligence, rebuild, replace and repair any damage or destruction to the Premises, at its expense, in conformity with the Building or requirements of Paragraph 11 (as if such work were Alterations) in such manner as to restore the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise same to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good same or better condition than and equivalent or better value, as nearly as reasonably practicable, as existed immediately prior to such firecasualty and (ii) there shall be no abatement or reduction whatsoever of Basic Rent or Additional Rent. If the estimated cost of rebuilding, other casualty replacing and repairing any damage or taking. In case of destruction to the Premises caused by a taking of part of the PremisesCasualty, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed as reasonably determined by Tenant, shall exceed $10,000,000, Tenant shall promptly notify Landlord thereof. In the event of a Casualty which results in damage or in the case of casualty or taking if the time needed destruction to do the construction work necessary to put 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 the other given within sixty (60) days following such remainder Casualty, elect that Tenant not be required to rebuild, replace and repair any damage or destruction 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, Tenant may render such Restoration Waiver ineffective by giving to Landlord an Extension Notice with respect to the next remaining Extended Term, if any then remains, such Extension Notice to be given, notwithstanding any contrary notice period specified in as good Paragraph 4, within thirty (30) days following -16- receipt by Tenant of Landlord's Restoration Waiver. In the event that Tenant gives an Extension Notice pursuant to 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 better condition Tenant gives a Restoration Waiver (other than existed immediately 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. This Lease shall terminate and 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 any Casualty which occurs prior to such fire, other casualty expiration or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of earlier termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. and Taking ------------------- A. In case during the Term all event the Premises or any substantial part of the Premises, the Building are materially or the Lot totally damaged or are damaged rendered materially or wholly untenantable by fire or other casualty or by action accident, Landlord may, as provided for hereinafter, give Tenant written notice of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the ’s election to terminate which notice shall specify the effective date of terminationLease, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate and thereupon the term of the Lease shall expire by lapse of time needed to put upon the tenth (10th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord. Landlord shall, within the later of (a) one hundred twenty (120) days from the fire or such remainder casualty or (b) thirty (30) business days after Landlord receives written notice from its insurance carrier regarding the extent of insurance proceeds Landlord will receive to restore the Building and/or the Premises, give Tenant written notice (“Casualty Notice”) of its intention to either (i) restore or rebuild the Premises in as good character, layout and area substantially equal to the Premises damaged or better condition than existed destroyed immediately prior to such firedamage or destruction (except Landlord shall not be required to rebuild, other casualty repair or taking. In case of a taking of replace any part of the Premisesfurniture, equipment, trade fixtures and other improvements [including Tenant Improvements, if the remainder is insufficient for use for any] which may have been placed by Tenant [or by Landlord on behalf of Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or ] in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed Premises) within six two hundred forty (6240) months days from the date of such fire or other casualty (but such two hundred forty [240] day period shall be subject to reasonable extensions and delays resulting from acts of God, fire, strikes, lockouts, labor trouble, inability to procure materials by reason of governmental restrictions, riots, insurrection, war or taking other causes beyond the reasonable control of Landlord) or (ii) terminate this Lease, as hereinbefore mentioned. In the event Landlord elects to restore or rebuild the Premises, Base Rent and all other obligations of Tenant may terminate shall xxxxx as of the date of such fire or other casualty (as long as Tenant shall not be in monetary or material nonmonetary default under this Lease after the expiration of any applicable cure period and such damage or casualty was not caused by Tenant) until the Premises shall have been restored or rebuilt by Landlord as required hereunder and possession thereof shall have been delivered to Tenant. If Landlord fails to give the Casualty Notice within the period required under this Section or, if Landlord fails to repair the damage (if the Casualty Notice notes Landlord’s intention to do so) from the casualty within the period set forth in the Casualty Notice (subject to force majeure), then Tenant shall have the right (provided Tenant is not in default under the Lease beyond any applicable notice and cure period and Tenant cannot conduct its business operations within the Premises) to elect to immediately cancel this Lease by giving written notice given to Landlord, provided such notice states that “Landlord failed to cancel this Lease within 30 the required time period of Section 15 of the Lease” and that “Landlord’s failure to void Tenant’s notice of termination of the Lease within fifteen (15) business days after of Landlord’s receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant this correspondence shall be not less than 15 nor more than 30 days after deemed Landlord’s acceptance of Tenant’s termination of the date of notice Lease”. A copy of such termination. If notice must be simultaneously sent to Landlord’s counsel (or such other parties as Landlord may from time to time designate) in any case accordance with the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing notice provisions of this Section 7.1) Lease in order for such request to restore be deemed effective. In the Premisescase Tenant gives a termination notice because Landlord failed to repair the casualty within the applicable time period, or in case of taking what may remain thereof (excluding any items installed or paid for Landlord can only void Tenant’s termination notice by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition delivery of the Premises immediately prior in the condition required under this Section within thirty (30) business days of Landlord’s receipt of the termination notice. Notwithstanding anything to the contrary contained in this Section, Tenant shall have the option to cancel the Lease, in the event such casualty or taking was not caused by Tenant and a just proportion (i) the casualty occurs during the last year of the fixed rent Lease Term, (ii) the casualty occurs at any time and, in both Landlord’s and additional rent according Tenant’s reasonable opinion, the restoration will take over three hundred sixty (360) days from said occurrence or (iii) the Casualty Notice informs Tenant that Landlord intends to restore (and not terminate), but the nature and extent of the injury shall be abated restoration will take over two hundred seventy (270) days to restore from the date of the casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termdamage.

Casualty. and Taking ------------------- In case during the Term all event the leased Premises or any substantial part of the Premises, the Building is destroyed or the Lot are damaged materially injured by fire fire, earthquake or other casualty to the extent that they are no longer satisfactory for the conduct of Tenant's business, in whole or by action of public or other authority in consequence thereofpart, or are taken by eminent domain or then Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given will engage a registered architect to Tenant certify within 60 sixty (60) days after such destruction or injury to Landlord and Tenant the occurrence amount of time needed to restore the event giving rise Building and the Premises to substantially the same condition as existed immediately prior to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of casualty. If the time needed to put so restore the Building and Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six exceeds twelve (612) months from the date of casualty the casualty, then either the Landlord or taking Tenant may terminate this Lease by giving the other party such notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 within thirty (30) days after the date notifying party's receipt of notice of such terminationthe architect's certificate. If in any case a casualty causes damages to the Premises are rendered unfit for use Building and occupation and the this Lease is not terminated by either party under the provisions of this section, then Landlord shall diligently rebuild and restore the Building and the Premises. Upon a casualty event, the rent shall be abated equitably on a per diem basis for the portion of the Premises that is unfit for occupancy commencing upon the date of the casualty and ending on the completion of the repair and restoration so as to permit Tenant's full and regular occupancy thereof or the earlier termination of this Lease. During any period of abatement of rent due to casualty or destruction of the Premises, unless this Lease has been terminated, Landlord shall use due diligence (following its best efforts to locate comparable space for Tenant at the expiration fair market rate not to exceed Tenant's rental rate hereunder. Landlord shall not be liable for any consequential damages by reason of all periods in which either party may terminate this Lease pursuant inability, after use of its best efforts, to locate alternative space comparable to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), . Notwithstanding anything to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and contrary in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.this

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the Premises, the If a Building or the Lot are is damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposescasualty, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed damaged 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 as soon as reasonably possible, subject to delays beyond Landlord’s control; provided, however, that if Landlord shall not have substantially completed restoration such that lawful possession may be restored to Tenant within nine (9) months next following the date the casualty occurred, then in that event, Tenant shall have the right to terminate this Lease upon written notice to Landlord; provided, however that Landlord shall have the right to avoid such termination by completing restoration and returning lawful possession to Tenant within ten (10) days next following receipt of Tenant’s notice. If the damaged Building cannot be fully repaired within six (6) months after the casualty occurred, Landlord or Tenant may elect to terminate this Lease by providing the other party with written notice thereof within forty-five (45) days after occurrence of such casualty. If neither Landlord nor Tenant terminate this Lease, Landlord shall repair the damage as soon as reasonably possible, in which event this Lease shall remain in full force and effect. In addition to the foregoing, if the damage to a Building occurs during the last one (1) year of the Lease Term, either Landlord or Tenant may elect to terminate this Lease as of the date the damage occurred. If this Lease is not terminated following a casualty, rent shall xxxxx from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after occurrence in the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces that the area of the Premises, a just proportion portion of the fixed rent and additional rent 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 shall have been damaged shall be abated for rebuilt or repaired. Tenant waives the remainder protection of any law which grants a tenant the right to terminate a lease in the event of the Termsubstantial destruction of a leased property, and agrees that the provisions of this paragraph shall govern in the event of any substantial destruction of the Premises. Landlord agrees that if Landlord shall exercise its right to terminate this Lease in accordance with the foregoing provisions in any instance where one Building shall be damaged but the other shall remain tenantable, then the foregoing provisions notwithstanding, Tenant shall have at least one hundred and eighty (180) days within which to vacate the Buildings following Landlord’s notice of termination in accordance with the foregoing provisions.

Casualty. and Taking ------------------- In case during Landlord will provide prompt notice to Tenant of any casualty affecting the Term all Property. If Xxxxxx’s Communication Facility or any substantial part improvements are substantially damaged or destroyed, Tenant may terminate this Lease by upon written notice to Landlord. Termination shall be effective immediately after such notice is given, without the payment of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authorityTermination Fee. Upon such termination, this Lease shall terminate become null and void, and Landlord and Tenant shall have no other further obligations to each other hereunder, other than Tenant’s obligation to remove its property as herein provided and such other provisions that are stated herein to survive said termination. Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Premises, but only until such time (which shall in no event be longer than ninety (90) days from the date of such casualty) as Tenant is able to activate a replacement transmission facility at Landlord's electionanother location; notwithstanding the termination of this Agreement, provided Landlord terminates such temporary facilities will be governed by, and Tenant shall comply with, all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise terms and conditions of this Lease, including, but not limited to, Xxxxxx’s obligation to pay Rent and carry insurance. If Tenant elects to continue this Lease, Tenant shall restore the Premises and/or Communication Facility to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed existing immediately prior to such firedamage or destruction. Tenant shall not unreasonably or unnecessarily delay restoration of its Communications Facility. If Tenant undertakes to rebuild or restore the Premises and/or the Communication Facility, other casualty or taking. In case of a taking of part as applicable, Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Premises at no additional Rent until the reconstruction of the Premises, if Premises and/or the remainder Communication Facility is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition completed (which shall be no later than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3said casualty), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. If the Leased Premises is damaged by fire or other -------- casualty, the Landlord will promptly give written notice to Tenant whether the damaged area can reasonably be repaired within 180 days after the date on which all requisite permits and Taking ------------------- In case during licenses for the Term all or repair thereof are obtained from the appropriate governmental authorities. If Landlord notifies Tenant that it does not believe that the damaged area can reasonably be repaired within such 180-day period, then both Landlord and Tenant will have the option of terminating this Lease by giving written notice thereof to the other at any substantial part time within 30 days after the date of Tenant's receipt of the aforementioned notice from Landlord. If Landlord determines that the damaged area can reasonably be repaired within such 180-day period or if neither party elects to terminate this Lease despite the fact that Landlord has determined that the damaged area cannot be reasonably repaired within such 180-day period, then Landlord will proceed to repair the damaged area at its sole expense; provided, however, that Landlord will in no event be required to repair any improvements previously made to the Leased Premises by or at the request of Tenant pursuant to (S)10 hereof. If the Leased Premises are rendered untenantable in whole or in part as a result of a fire or other casualty which was not caused by Tenant, then all rent and other payments accruing after the occurrence of any such fire or other casualty and prior to the completion of the repair of the Leased Premises will be equitably and proportionately abated to reflect the untenantable portion of the Leased Premises, the Building . Landlord will not be liable to Tenant for any inconvenience or the Lot are damaged materially interruption to Tenant's business occasioned by such fire or other casualty or by action the concomitant repair of public the damaged area. In addition to the termination rights given to Landlord and Tenant in the immediately preceding paragraph of this (S)19, Tenant will also have the right to terminate this Lease upon the occurrence of any of the following events: (a) the occurrence of any fire or other authority in consequence thereof, or casualty during the last two years of the Lease Term it at least 50% of the rentable square feet contained within the Leased Premises are taken by eminent domain or Landlord receives compensable damage by reason rendered untenantable as a result of anything lawfully done on pursuance the occurrence of public such fire or other lawful authority, this Lease shall terminate at casualty; (b) Landlord's election, provided Landlord terminates all other leases failure to begin its repair of any damaged area in the Building, which may be made notwithstanding Landlord's entire interest may be divested, Leased Premises caused by notice given to Tenant such fire or other casualty within 60 days after the occurrence thereof, subject to the occurrence of any Delay Event (as that term is defined in (S)9 hereof); or (c) Landlord's failure (subject to the occurrence of any Delay Event) to complete the repair of any damaged area within 180 days after the date on which all requisite permits and licenses for the repair thereof are obtained from the appropriate governmental authorities, notwithstanding the fact that Landlord had earlier given written notice to Tenant that the damaged area could reasonably be repaired within the aforementioned 180 day period. Tenant will exercise any termination right granted to it in this paragraph by giving written notice of such termination to Landlord at any time within thirty days after the date of the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposestermination right hereunder. If this Lease is terminated in accordance with the provisions of this (S)19, all Base Rent, Excess Expense payments and Landlord receives written notice thereof signed by Tenant, or in the case other monetary obligations of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in Tenant hereunder will be prorated effective as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from of the date of casualty or taking Tenant may terminate this Lease by Tenant's delivery of any such termination notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. and Taking ------------------- In case during 8.1 Should the Term all Premises (or any substantial part of the Premises, the Building thereof) be damaged or the Lot are damaged materially destroyed by fire or other casualty insured under Landlord's standard fire and casualty insurance policy with approved standard extended coverage endorsement applicable to the Premises, Landlord shall, except as otherwise provided herein, repair and/or rebuild the Premises to the same condition as existed on the Commencement Date with reasonable diligence, commencing the work within 90 days after such damage (subject to delays in the adjustment of insurance). Landlord shall promptly and diligently seek adjustment of insurance proceeds after any casualty. Landlord's obligation hereunder shall be limited to the Office Unit and improvements originally provided by Landlord at the Commencement Date of the Term, the net proceeds of insurance recovered for the casualty damage, and shall be subject to zoning and building laws or by action ordinances then in existence. If there should be interference with the operation of public Tenant's business in the Premises as a result of such damage or other authority destruction which requires Tenant as a result of such damage or destruction to temporarily close its business, the Fixed Basic Rent and Additional Rent shall xxxxx in consequence thereofproportion to the square footage of the Premises that Tenant is unable to utilize as a result of the casualty, for the period commencing with the damage and ending upon Landlord’s completion of its restoration work, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, at such earlier date as Tenant is able to resume use the entire Premises. Unless this Lease shall terminate is terminated by Landlord as hereinafter provided, Tenant shall, at Landlord's electionits cost and expense, provided Landlord terminates all other leases in the Buildingrepair, which may be made notwithstanding Landlord's entire interest may be divestedrestore, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put redecorate and re-fixture the Premises or such remainder and restock the contents thereof in as good or better a manner and to at least a condition than existed immediately equal to that existing prior to such firedamage or destruction except for the Office Unit and improvements to be reconstructed by Landlord as above set forth, other casualty or taking. In case and the proceeds of a taking of part of all insurance carried by Tenant on the property, decorations and improvements, as well as fixtures and contents in the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or shall be held in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice trust by Tenant shall specify the effective date of terminationfor such purposes. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 agrees to commence such work within ten (10) days after the date of notice of such termination. If in damage or destruction or the date Landlord substantially completes any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease reconstruction required to be completed by it pursuant to the foregoing provisions of this Section 7.1) above, whichever date is later, and Tenant shall diligently pursue such work to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termits completion.

Casualty. and Taking ------------------- In case during the Term all event that the improvements located upon the demised premises should be damaged or any substantial part of the Premises, the Building or the Lot are damaged materially destroyed by fire or other casualty casualty, Tenant shall give written notice thereof to Landlord within a reasonable time. If the improvements located upon the demised premises are substantially destroyed (50% or more) by action of public fire, tornado or other authority in consequence thereofcasualty, or if said improvements are taken by eminent domain so damaged that it reasonably appears the rebuilding or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence repair of the event giving rise same cannot be completed within one hundred twenty (120) days then this lease shall cease and come to an end at the election to terminate which notice shall specify the effective date option of either Landlord or Tenant. To exercise said option of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall give written notice to the other party within twenty (20) days after said damage occurs. Upon notice of termination, this lease shall terminate and the rent for the unexpired term of this lease shall be abated effective as of the date the damage occurs. In the event that the option to terminate is not less than 15 nor more than 30 so exercised within the time specified therefore, this lease shall remain in full force and effect and Landlord shall proceed with due diligence to repair and restore said premises to substantially the same condition as prior to such damage or destruction. Until said premises are repaired and restored to such condition, rent shall xxxxx. In the event that the improvements located upon the leased premises should be damaged by fire, tornado or other casualty but not to such extent as to be substantially destroyed (Sot or more), or to such extent that rebuilding or repairs can be completed within ninety (90) days after the date upon which said damage occurs this lease shall not terminate. In such event, Landlord shall proceed with reasonable diligence to rebuild and repair said improvements to substantially the condition in which they existed prior to said damage. Until said premises are so repaired and restored the rent payable hereunder shall be abated. In the event that Landlord should fail to complete said repairs and rebuilding within ninety (90) days after the date of said damage, Tenant may at its option terminate this lease by delivering written notice of such termination. If in any case the Premises are rendered unfit for use termination to Landlord whereupon all rights and occupation obligations hereunder shall cease and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termterminate.

Casualty. and Taking ------------------- In case during If prior to the Term all Closing the Property is damaged or any substantial part of the Premisesdestroyed, the Building but not materially damaged or the Lot are damaged materially destroyed, by fire or other casualty, Buyer shall be required to perform this Agreement and, except to the extent such amount has been paid to Tenant under the Lease, shall be entitled to the casualty insurance proceeds payable to Seller with respect thereto (including without limitation any business income, rent loss or like insurance proceeds relating to Property income lost or abated for periods following Closing (such lost or abated income, the “Lost Income”)) under the policies of insurance maintained by action Seller (collectively, the “Insurance Proceeds”) and a credit against the Purchase Price in the amount of public any applicable insurance deductible. If the Property is materially damaged or destroyed by fire or other authority in consequence thereofcasualty, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done Buyer may terminate this Agreement on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by written notice to Seller given to Tenant within 60 ten (10) business days after receiving notice of the occurrence of the event giving rise such fire or casualty. If Buyer shall exercise such option to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant it shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate deemed that Buyer terminated this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove Agreement pursuant to Section 3.1 or 3.3)3.3 and the rights of the parties shall be as set forth therein. If Buyer does not exercise such option to terminate, this Agreement shall remain in full force and effect in accordance with its terms and, except to the condition of extent such amount has been paid to Tenant under the Premises immediately prior Lease, Buyer shall be entitled to the casualty or taking Insurance Proceeds and a just proportion credit against the Purchase Price in the amount of any applicable insurance deductible. For purposes hereof, the fixed rent and additional rent according to the nature and extent of the injury Property shall be abated from deemed “materially damaged or destroyed” if (i) the date Estimated Repair Cost is greater than $125,000.00, (ii) if such damage or destruction will entitle any Tenant to terminate its Lease or permanently axxxx its rent in whole or in part, (iii) if the damage or destruction is not covered by Seller’s insurance or if such insurance is not for full replacement cost, or (iv) if Buyer’s lender shall refuse to consummate the loan to Buyer as a result of casualty such damage or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termdestruction.

Casualty. Tenant shall promptly give Landlord written notice of any fire or other casualty occurring within the Premises. If the Premises or other parts of the Building or Project reasonably required for Tenant's use and Taking ------------------- In case quiet enjoyment of the Premises are damaged by fire or other casualty, then, subject to the following provisions of this Article, Landlord shall promptly repair the damage. If, however, the damage (a) is not covered by insurance carried by Landlord hereunder, (b) is covered by insurance carried by Landlord hereunder, but Landlord's mortgagee requires that proceeds of such insurance be used to retire the mortgage debt, (c) is to such an extent that the cost of repairs will be greater than 10% of the then full replacement cost of the Building, or (d) occurs during the last 12 months of the then effective Term all of this Lease, then Landlord shall have the option (i) to repair the damaged Premises and any other damaged parts of the Building or Project reasonably necessary to Tenant's use and quiet enjoyment of the Premises to substantially the same condition as immediately prior to such fire or other casualty, or (ii) to terminate this Lease by so notifying Tenant within sixty (60) days after the date of such damage, such termination to be effective as of the date of the fire or other casualty causing the damage. The Rent required to be paid hereunder shall be abated in proportion to the portion of the Premises, if any, which is rendered untenantable by fire or other casualty hereunder until repairs specified in clause (i) of the preceding sentence are completed. Other than such rental abatement, no damages, compensation or claims shall be payable by Landlord for loss of the use of the whole or any substantial part of the Premises, Tenant's personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. Notwithstanding the Building foregoing, Landlord shall not be required to repair or the Lot are damaged materially by fire replace any furniture, furnishings, or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which personal property that Tenant may be made notwithstanding Landlord's entire interest may be divested, by notice given entitled to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put remove from the Premises or such remainder in as good or better condition than existed immediately prior any alterations to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises constructed and installed by or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking for Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 6.01 hereof or 3.3), to the condition any installations in excess of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermBuilding Standard.

Casualty. If the Building is damaged by fire, tornado or other casualty, the Landlord will promptly assess the damage and Taking ------------------- In case notify all affected tenants of the time period necessary to complete repairs (the “Restoration Period”). If the Premises are damaged, and the damage will materially and adversely affect the Tenant’s ability to conduct business from the Premises during the Term all or any substantial part of Restoration Period and the PremisesRestoration Period is greater than two hundred forty (240) days, Tenant may terminate the Building or Lease by giving notice to the Lot are damaged materially Landlord. Any termination notice must be received by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 fifteen (15) days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after ’s receipt of Landlord's notice’s notice specifying the Restoration Period, which and will be effective on the date received by the Landlord. Landlord may also terminate the Lease by giving notice by to the Tenant shall specify if (a) the effective date Restoration Period is greater than 240 days, (b) the damage occurs within the last twenty-four (24) months of terminationthe Term, (c) the insurance proceeds available to Landlord are insufficient to pay for all necessary repairs, including situations where the mortgage holder on the Building does not make the insurance proceeds available to Landlord, or (d) the Landlord decides not to repair and restore the Building based on its current economic analysis. The effective date of termination specified either If the Lease is terminated, Landlord will be entitled to receive all insurance proceeds payable under policies maintained by Landlord or Tenant shall be not less than 15 nor more than 30 days after with respect to alterations or improvements located in the date of notice of such terminationPremises. If in any case the Premises are rendered unfit for use and occupation and a casualty occurs but the Lease is not so terminated, (a) Landlord shall use due diligence will promptly and diligently repair and restore the Premises to substantially the same condition as existed before the event occurred, and (following the expiration of b) during all periods in which either party may terminate this Lease pursuant between the date of the casualty event and substantial completion of the repairs when the Tenant is unable to the foregoing provisions of this Section 7.1) to restore conduct business from the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may Base Rent shall be required to remove pursuant to Section 3.1 or 3.3), equitably abated. Landlord’s repair obligations under this section will be limited to the condition extent of insurance proceeds actually received by Landlord for the applicable casualty event, and will not include an obligation to repair or replace any trade fixtures, furniture, equipment or other personal property lost or damaged, any improvements made to the Premises at Tenant’s expense (all of which will be replaced at Tenant’s expense and/or with insurance proceeds arising from coverage maintained by Tenant) or any improvements other than building-standard improvements. Tenant will not have any rights or receive any benefits under this section if an Event of Default exists as of the Premises immediately prior to date the casualty damage occurs, or taking and a just proportion at any time thereafter, or if the Tenant or an employee, agent or affiliate of the fixed rent and additional rent according to Tenant caused the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termdamage.

Casualty. and Taking ------------------- In case during Tenant shall give Landlord written notice of any fire or other casualty occurring within the Term all Premises on the next business day following such occurrence or Tenant's knowledge thereof, whichever is later. If the Premises or Project (provided such damage to the Project would constitute an interference with Tenant's quiet enjoyment of the Premises), or any substantial portion of either, shall be damaged by fire or other casualty covered by the insurance carried by Landlord hereunder and the cost of repairing such damage shall not be greater than 10% of the then full replacement cost thereof, then, subject to the following provisions of this Article, Landlord shall repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance carried by Landlord hereunder, (b) by fire or other casualty covered by insurance carried by Landlord hereunder and Landlord's mortgagee requires that such insurance proceeds be used to retire the mortgage debt, or (c) to an extent greater than 10% of the then full replacement cost of any Building in which the Premises are located, then Landlord shall have the option (i) to repair or reconstruct the damaged Premises or Project to substantially the same condition as immediately prior to such fire or other casualty, or (ii) to terminate this Lease by so notifying Tenant within ninety (90) days after the date of such fire or other casualty, such termination to be effective as of the date of such fire or other casualty. The Rent required to be paid hereunder shall be abated in proportion to the portion of the Premises, if any, which is rendered untenantable by fire or other casualty hereunder until repairs of the Premises are completed, or if the Premises are not repaired, until the Expiration Date hereunder. Other than such rental abatement, no damages, compensation or claims shall be payable by Landlord for loss of the use of the whole or any part of the Premises, Tenant's personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and reconstruction. If the Building damage results from the fault or the Lot are damaged materially by fire negligence of Tenant, its agents, employees, licensees or invitees, Tenant shall not be entitled to any abatement or reduction of any Rent or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposessums due hereunder, and Landlord receives written notice thereof signed such damage shall be repaired by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if at Landlord's restoration work option by Landlord, at Tenant's expense. If this Lease is not actually completed within six terminated as provided in (6c)(ii) months from above, all Rent shall be apportioned and paid up to the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant not be required to the foregoing provisions of this Section 7.1) to restore the Premisesrepair or replace any furniture, furnishings, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which other personal property that Tenant may be required entitled to remove from the Premises or any property constructed and installed by or for Tenant pursuant to Section 3.1 6.01 hereof or 3.3), to the condition any installations in excess of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the TermBuilding Standard.

Casualty. and Taking ------------------- In case during the Term all If any Property is damaged or any substantial part of the Premises, the Building or the Lot are damaged materially destroyed by fire or other casualty prior to the Closing then promptly after the applicable Seller becomes aware of the damage or by action destruction Sellers will notify Purchaser thereof (the “Damage Notice”). If (i) the cost of public or other authority in consequence thereofrepair, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases as determined in the Buildingparties’ reasonable estimation, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence is less than seven percent (7%) of the event giving rise to applicable Property’s Allocated Purchase Price (the election to terminate which notice shall specify “Damage Threshold”), (ii) the effective date of terminationrepairs will, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition parties’ reasonable estimation, take less than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months to substantially complete, and (iii) as a result of the casualty the cumulative effect of the reduction in the base rent for the Property, that is not reimbursable by proceeds of business interruption insurance, is not more than five percent (5.0%) of the applicable Property’s Allocated Purchase Price (subclauses (ii) and (iii) collectively, “Casualty Closing Requirements”), Closing will proceed in accordance with the terms of this Agreement for the full Purchase Price, notwithstanding the damage or destruction; provided, however, that Sellers will, pursuant to the applicable insurance policy, pay or assign to Purchaser at Closing all insurance proceeds for the period on and after the Closing Date, if any (including property and casualty insurance proceeds that have not been spent by Sellers as of the Closing Date and business interruption insurance proceeds for the period on and after the Closing Date, if any), resulting from such casualty damage and credit to Purchaser any applicable deductible amounts under the date insurance policies pursuant to which the insurance proceeds are paid or assigned. If the uninsured cost of casualty repair is equal to or taking Tenant greater than the Damage Threshold and/or if the Casualty Closing Requirements are not able to be met, Sellers or Purchaser may elect to terminate this Lease Agreement by delivering written notice given to Landlord the other within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 ten (10) days after the date of notice of the Damage Notice (and Closing will be extended as needed to provide for such termination10-day period), in which event the Deposit will be refunded. If neither party terminates this Agreement within the 10-day period, Closing will proceed in any case accordance with the Premises are rendered unfit terms of this Agreement for use the full Purchase Price, notwithstanding the damage or destruction and occupation and the Lease is not so terminatedSellers will, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions applicable insurance policy, pay or assign to Purchaser at Closing all insurance proceeds for the period on and after the Closing Date, if any (including any property and casualty insurance proceeds that have not been spent by Sellers as of this Section 7.1) the Closing Date and business interruption insurance proceeds for the period on and after the Closing Date, if any), resulting from the casualty and credit to restore Purchaser any applicable deductible amounts under the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove insurance policies pursuant to Section 3.1 which the insurance proceeds are paid or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termassigned.

Casualty. Prior to the Closing, and Taking ------------------- In case during notwithstanding the Term all or any substantial part pendency -------- of the Premisesthis Agreement, the Building entire risk of loss or the Lot are damaged materially 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 action of public earthquake, flood, landslide, fire or other authority in consequence thereofcasualty, Seller shall immediately notify Buyer of such fact whether or not such loss is material, and provide to Buyer all relevant insurance information. If such damage or destruction is "material", Buyer shall have the option to terminate this Agreement upon notice to Seller given not later than ten (10) days after receipt of Seller's notice. For purposes of this Section 13.1, "material" shall be deemed to be (i) any uninsured damage or destruction to the Property; (ii) any insured damage or destruction where the costs of repair or replacement is estimated to be Two Hundred Thousand Dollars ($200,000) or more or shall take more than sixty (60) days to repair, or are taken (iii) any insured damage or destruction where the insurance proceeds available (plus deductible to be paid by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in Seller) is insufficient to repair the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given Property so as to Tenant within 60 days after return the Property to its condition prior to the occurrence of the event giving rise damage or destruction; provided, however, in the case of uninsured or underinsured damage or destruction, Seller may, at Seller's option elect to repair such damage and destruction and keep this Agreement in full force and effect so long as such repair can be and is completed by Seller prior to the election scheduled Closing Date. If Buyer does not exercise this option to terminate which notice shall specify the effective date of terminationthis Agreement, or if Landlord 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 plus Seller shall pay over to Buyer an amount equal to the deductible amount with respect to the insurance 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. If Buyer does not elect to so 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 and the Title Company is hereby instructed to return promptly to the party which notice shall contain Landlord's nonbinding estimate of placed such items into Escrow all funds (including the time needed Deposit together with interest accrued thereon to put the Premises or such remainder in as good or better condition than existed immediately prior be promptly returned to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, Buyer) and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated documents which are held by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from Title Company on the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Term.

Casualty. If the Premises or the Building are destroyed or damaged by fire, earthquake or other casualty to the extent that they are untenantable in whole or in part, then Landlord shall, to the extent of the available insurance proceeds plus (except in the case of flood or earthquake) the deductible, proceed with reasonable diligence to rebuild and Taking ------------------- In case during restore the Term all Premises and the Building or any substantial such part thereof as may be damaged as aforesaid, provided that within twenty (20) days after such destruction or damage Landlord will notify Tenant of Landlord's intention to do so and the time period within which such work will be accomplished. If Landlord is to rebuild and/or repair the Premises and/or the Building as provided in the preceding sentence, Tenant agrees to release such insurance proceeds received by Tenant from its insurance carrier with respect to insurance carried by Tenant on the Tenant's Work pursuant to Section 22.c. above. Landlord shall restore and/or repair the Premises and/or the Building (with improvements substantially comparable in quality to the improvements to the Premises existing prior to the casualty) as rapidly as possible, subject to delays beyond Landlord's control. During the period of such rebuilding and restoration the Rent shall be abated in the same ratio as that portion of the Premises rendered untenantable by the damage bears to the whole of the Premises. If Landlord shall fail to notify Tenant, the Building or the Lot are damaged materially as required by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authoritythis Section, this Lease shall, at Tenant's option, at the expiration of the time for the giving of the notice required above, terminate. If Tenant is deprived of elevator access to the Premises as a result of a casualty, Rent shall terminate at Landlord's election, provided Landlord terminates all other leases be abated in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence same ratio as that portion of the event Premises which Tenant reasonably determines is not usable for Tenant's business purposes shall bear to the whole of the Premises during the duration of the period during which such access is unavailable. If the casualty giving rise to the election to terminate which notice shall specify the effective date of terminationdamage is uninsured, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate substantial completion of the time needed to put the Premises or such remainder in as good or better condition restoration of any damage will take longer than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six three hundred sixty (6360) months days from the date of casualty the damage or taking Tenant may destruction, either party shall have the right to terminate this Lease by giving the other party written notice given to Landlord thereof within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 sixty (60) days after the date of notice of such terminationcasualty causing the damage. If in any case In the Premises are rendered unfit for use and occupation and event that the Lease is not so terminatedterminated as provided in this paragraph, Tenant and Landlord shall use due diligence (following agree that each party will make every effort to release the expiration of all periods in which either party may terminate this Lease pursuant insurance proceeds to the foregoing provisions of this Section 7.1) to restore party entitled thereto under the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), Lease to the condition of the Premises immediately prior other party as its respective interest may appear from time to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termtime.

Casualty. Except as provided in Section 3.1 of this -------- ----------- Agreement, Seller assumes all risks and Taking ------------------- In case during liability for damage to or injury occurring to the Term all Properties by fire, storm, accident, or any substantial part of the Premises, the Building or the Lot are damaged materially by fire or other casualty or by action cause until the Closing has been consummated. If any of public the Kalamazoo Improvements or other authority in consequence thereofthe Farmington Improvements shall be destroyed or damaged prior to the Closing, and if either the estimated cost of repair or are taken by eminent domain replacement exceeds One Million Dollars ($1,000,000.00) or Landlord receives compensable the damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases results in the Buildingtermination of either of the Leases, which may be made notwithstanding Landlord's entire interest may be divestedBuyer may, by written notice given to Tenant Seller within 60 twenty (20) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the occurrence 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 event giving rise to Parties that expressly survive the election to terminate which notice shall specify the effective date termination of termination, or if Landlord this Agreement. If Buyer does not elect to so terminateterminate this Agreement pursuant to this Section 7.2, which notice shall contain Landlord's nonbinding estimate 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 time needed Leases), and the sale of the Property is consummated, Buyer shall be entitled to put receive all insurance proceeds (subject to any rights of Lessee under the Premises or such remainder in as good or better condition than existed immediately prior Leases to such fire, other casualty proceeds) paid or takingpayable 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). In case of a taking of part of Neither Seller nor the Premises, if 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 remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed Companies by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant Closing shall be paid by Seller to Buyer at Closing, together with the amount necessary to cover any difference between the amount of such proceeds and the estimated cost of repair or replacement to the extent such amount is not less than 15 nor more than 30 days after 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 for the period of time commencing on the date of notice of such terminationClosing. If in any case the Premises are rendered unfit for use and occupation and the Lease amount of said casualty or rent loss insurance proceeds is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for settled by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty Closing, Seller shall cooperate with Buyer in order that Buyer shall receive all of Seller's or taking until the Premises or Companies' right, title, and interest in and under such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Terminsurance proceeds.

Casualty. Upon the 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 Taking ------------------- In case during the Term all 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 substantial part such lost, damaged or destroyed 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 expenses for such repair or replacement beyond collected insurance proceeds. Notwithstanding the terms of this Agreement and the PremisesLMA, the Building or the Lot are damaged materially by fire or other casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease Sellers shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 have not fewer than ninety (90) days after the occurrence of such loss, damage or destruction to complete the event giving rise to repair or replacement of such lost, damaged or destroyed property, the election to terminate which notice shall specify LMA Commencement Date (or the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the PremisesClosing, if the remainder is insufficient for use for Tenant's purposesLMA Commencement Date has not occurred) shall be extended, if necessary, and Landlord receives written notice thereof signed by TenantBuyer shall not have the right to terminate this Agreement during such ninety (90) day 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, damage or in destruction. If the case repair or replacement of casualty any such lost, damaged or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work destroyed property is not actually substantially completed within six (6) months from the date of casualty on or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty ninetieth (90th) day after the occurrence of such loss, damage or taking and a just proportion 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 fixed rent and additional rent according to the nature and extent conditions set forth in Section 2(b)(ii) of the injury LMA or Article VIII of this Agreement, as applicable), in which event, at the Closing (i) Connoisseur Sellers shall be abated from assign to Buyer the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area portion of the Premisesinsurance proceeds not previously expended by Connoisseur Sellers, up to an amount sufficient to permit Buyer to complete the repair 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 such loss, damage or destruction has occurred shall result in a just proportion 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 fixed rent and additional rent shall be abated for the remainder LMA or Section 7.1 of the Termthis Agreement, as applicable, is not satisfied.

Casualty. and Taking ------------------- In case If during the Term all of this Lease, as may be extended by an Option Term or otherwise, any substantial part portion of the Premises, access to the Premises or any part of the Building is damaged or destroyed and such damage or destruction can, in Landlord's reasonable estimation, be repaired within 270 days following such damage or destruction, and Landlord receives insurance proceeds sufficient to restore such damage, this Lease shall remain in full force and effect and Landlord shall promptly commence to repair and restore the Lot are damage or destruction to substantially the same condition as existed prior to such 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 reasonable estimate, be repaired within 270 days following such damage or destruction; or (2) more than seventy percent (70%) of the Building is damaged materially or destroyed; or (3) any Mortgagee of the Building will not allow the application of insurance proceeds for repair and restoration; or (4) the damage or destruction is not covered in full by Landlord's Insurance required by Paragraph 16, subject to the deductible, or (5) 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 thirty (30) days of the date Landlord learns of the damage; provided, however, that if such fire or other casualty shall have damaged the Premises or by action a portion thereof or Common Areas necessary to Tenant's occupancy and as a result of public or other authority in consequence thereofsuch damage the Premises are unfit for occupancy, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, and provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if that Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is not actually completed within six (6) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice of such termination. If in any case the Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to Landlord's termination right as provided above, and either (i) the foregoing provisions repairs cannot, in the reasonable opinion of this Section 7.1Landlord's contractor, be completed within nine (9) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from months after the date of casualty such damage or taking until destruction, or (ii) the repairs are not completed and the Premises delivered to Tenant ready for occupancy within nine (9) months after the date of such damage or such remainder shall have been restored destruction, Tenant may elect, in Tenant's sole discretion, to terminate this Lease by written notice to Landlord and in case of a taking which permanently reduces the area effective as of the Premisesdate specified in the notice, a just proportion which date shall not be less than thirty (30) days nor more than ninety (90) days after the date such notice is given by Tenant; provided, however, if Tenant elects to terminate this Lease pursuant to clause (ii) above and Landlord completes such repairs and delivers the Premises to Tenant ready for occupancy within thirty (30) days following receipt of the fixed rent Tenant's written election to terminate, then this Lease shall, at Landlord's sole option, remain in full force and additional rent effect and Tenant's previous election to terminate shall be abated for the remainder deemed void and of the Termno further force or effect.

Casualty. and Taking ------------------- In case during Tenant may terminate this Lease if any casualty damage to the Term all improvements of Tenant or any substantial part Tenant’s equipment on the Demised Premises occurs and: (a) is such that 50% or more of the Premises, the Building improvements or the Lot Tenant’s equipment are damaged materially or rendered substantially unusable by fire Tenant for the use then being made of the Demised Premises; (b) is caused by casualty not required to be insured against under the terms of this Lease; or other casualty or by action of public or other authority (c) is at a time when there are fewer than 12 months remaining in consequence thereofthe Term, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, including any renewal terms for which Tenant has exercised its right to renew. In order to terminate this Lease shall in accordance with the immediately preceding sentence, Tenant must notify Landlord of Tenant’s election to terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 30 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or takingapplicable casualty. In case which case, this Lease will terminate upon the giving of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposessuch notice, and Landlord receives written notice thereof signed by Tenantwill promptly refund to Tenant an amount equivalent to the product of the then-applicable Monthly Rent, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated multiplied by the Landlord to exceed six months, number of calendar months (or if Landlord's restoration work is not actually completed within six portions thereof) remaining between: (6A) months from the date that Tenant terminates this Lease and ceases to conduct its business at the Demised Premises as a result of the casualty or taking damage, and (B) the end of the calendar year in which the casualty damage occurs. If Tenant may terminates this Lease based on any casualty damage, Tenant will be entitled to the insurance proceeds related to the casualty damage and Tenant will be entitled to any insurance proceeds applicable to Tenant’s improvements, trade fixtures, equipment and personal property, and any proceeds of Tenant’s business interruption insurance. If Tenant does not terminate this Lease by notice given after a casualty damage, Tenant will be entitled to Landlord within 30 days after receipt a refund in an amount equivalent to the product of: (x) the ratio of Landlord's notice, which notice the amount of space not usable by Tenant shall specify for Tenant’s intended purpose as a result of the effective date applicable casualty, as compared to the total square footage of termination. The effective date the Demised Premises, multiplied by (y) the then-applicable Monthly Rent, multiplied by (c) the total number of termination specified either by Landlord months (or Tenant shall be not portions thereof) that less than 15 nor more than 30 days after 100% of the date of notice of such termination. If in any case the Demised Premises are rendered unfit for use and occupation and the Lease is not so terminated, Landlord shall use due diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or in case of taking what may remain thereof (excluding any items installed or paid for usable by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition for its intended purpose as a result of the Premises immediately prior to the casualty or taking and a just proportion of the fixed rent and additional rent according to the nature and extent of the injury shall be abated from the date of casualty or taking until the Premises or such remainder shall have been restored by Landlord and in case of a taking which permanently reduces the area of the Premises, a just proportion of the fixed rent and additional rent shall be abated for the remainder of the Termdamage.

Casualty. and Taking ------------------- In case during the Term all or any substantial part of the Premises, If the Building or the Lot are damaged materially is totally destroyed by fire or other -------- casualty or by action of public or other authority in consequence thereof, or are taken by eminent domain or Landlord receives compensable damage by reason of anything lawfully done on pursuance of public or other lawful authority, this Lease shall terminate at Landlord's election, provided Landlord terminates all other leases in the Building, which may be made notwithstanding Landlord's entire interest may be divested, by notice given to Tenant within 60 days after the occurrence of the event giving rise to the election to terminate which notice shall specify the effective date of termination, or if Landlord does not elect to so terminate, which notice shall contain Landlord's nonbinding estimate of the time needed to put the Premises or such remainder in as good Building is so damaged that rebuilding or better condition than existed immediately prior to such fire, other casualty or taking. In case of a taking of part of the Premises, if the remainder is insufficient for use for Tenant's purposes, and Landlord receives written notice thereof signed by Tenant, or in the case of casualty or taking if the time needed to do the construction work necessary to put the Premises or such remainder in as good or better condition than existed immediately prior to such fire, other casualty or is reasonably estimated by the Landlord to exceed six months, or if Landlord's restoration work is repairs cannot actually be completed within six one hundred eighty (6180) months from the date of casualty or taking Tenant may terminate this Lease by notice given to Landlord within 30 days after receipt of Landlord's notice, which notice by Tenant shall specify the effective date of termination. The effective date of termination specified either by Landlord or Tenant shall be not less than 15 nor more than 30 days after the date of notice such damage, Landlord or Tenant may at its option terminate this Lease, in which event the Rent shall be abated during the unexpired portion of this Lease effective from the date of such terminationdamage. If in any case the Building or the Premises are rendered unfit for use and occupation and damaged by fire, tornado or other casualty covered by Tenant's insurance, but only to such extent that rebuilding or repairs can be completed within one hundred eighty (180) days after the Lease is not so terminateddate of such damage, or if the damage should be more serious but neither Landlord nor Tenant elects to terminate this Lease, Landlord shall use due within ninety (90) days after the date of such damage commence to rebuild or repair the Building and/or Premises and proceed with reasonable diligence (following the expiration of all periods in which either party may terminate this Lease pursuant to the foregoing provisions of this Section 7.1) to restore the Premises, or Building and/or Premises to not less than substantially the same condition in case of taking what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be required to remove pursuant to Section 3.1 or 3.3), to the condition of the Premises it was immediately prior to the casualty casualty, except Landlord shall not be required to rebuild, repair or taking and a just proportion replace any part of the fixed rent furniture, equipment, fixtures and additional rent according to other improvements which may have been placed by Tenant in the nature and extent of the injury Premises. There shall be abated from a fair diminution of Base Rent and Additional Rent during the date of casualty or taking time the Premises are unfit for occupancy until the Premises or such remainder shall have been are substantially completed and restored by Landlord to substantially the same condition they were in as of the Commencement Date. In the event of restoration by Landlord, (i) Landlord shall advise Tenant in writing of its good faith estimate of the time necessary to ensure the restoration; and in case (ii) all restoration by Landlord shall be commenced and completed utilizing diligent efforts. Landlord shall use its best efforts to prepare the necessary plans and specifications and apply for the issuance of a taking which permanently reduces building permit as soon as possible following destruction. If any mortgagee under a deed to secure debt, security agreement or mortgage requires the area insurance proceeds be applied against the mortgage debt, Landlord shall have no obligation to rebuild and this Lease shall terminate upon notice to Tenant; however, Landlord shall notify Tenant within thirty (30) days after any such mortgagee gives a notice to Landlord of such election to apply such proceeds against the mortgage debt, of the Premisesfact that such mortgagee has done so. Except as hereinafter provided, a just proportion any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the fixed rent party carrying such insurance and additional rent shall be abated for the remainder of the Termunder its sole control.