Common use of Casualty Clause in Contracts

Casualty. (a) In the event the Leased Premises are damaged by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In If the event Premises or a substantial portion of the Leased Property is damaged in whole or in part by casualty, and if the Premises are damaged by firemade untenantable as a result thereof, explosion or any other casualty which Landlord shall deliver to Tenant, within sixty (60) days after such casualty, a good faith estimate of the time necessary to repair such damages (“Casualty Notice”). If in Landlord’s reasonable estimation such damages cannot be restored by Lessor to its original condition substantially repaired within ninety the shorter of two hundred seventy (90270) days from the date of such casualty, or if within two-thirds (2/3) of the Leased Premises are totally destroyed by then remaining Term as of the date of such casualtycasualty (“Estimated Restoration Period”), then both the Lessee and the Lessor have the right to terminate this Lease upon may be terminated by either Landlord or Tenant by delivering written notice to the other party within thirty (30) days after Tenant’s receipt of the date Casualty Notice, in the event neither party timely terminates this Lease, or if in Landlord’s reasonable estimation such damages can be substantially repaired within the Estimated Restoration Period then, subject to Landlord’s rights below, this Lease shall remain in full force and effect, and Landlord shall proceed in good faith to repair and restore the Premises to a condition substantially similar to that condition which existed prior to such casualty. Landlord’s obligation with respect to repair and restoration shall be limited to the extent of the insurance proceeds actually received by Landlord in connection with such casualty and shall only extend to the repair of Landlord’s building and improvements, and shall not extend to Tenant’s fixtures, equipment, alterations, Telecommunications Equipment, or any interior finish constructed within the Premises by either Landlord or Tenant, regardless of the cause of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of . In the date of event the casualty, commence actual construction repair and restoration of the Leased Premises extends beyond the Estimated Restoration Period, this Lease shall remain in full force and effect and Landlord shall not be liable therefor, but Landlord shall continue to its original condition complete such repairs and proceed restoration with all due diligence until completeddiligence. Any changes in Notwithstanding the restoration required by Lessee which increases the cost aforesaid, if Landlord reasonably determines that repair of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, Premises/Property is or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event will become uneconomical or that the insurance proceeds shall be either paid (after any required payments to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess mortgagees of the insurance proceeds Property) will be insufficient to complete the restoration all repairs and if Lessor fails to promptly reimburse Lessee restoration, then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) Landlord may terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day periodTenant. In the event this Lease is terminated, then Lessor the parties shall have no right further obligations to terminate the other, except for those obligations accrued through the effective date of such termination, which obligations shall survive the Term. Upon termination of this Lease under this Section and Lease, Tenant shall promptly commence and diligently complete immediately surrender possession of the restoration. (d) If Premises to Landlord. Tenant shall not be required to pay any Base Rent for any period in which the casualtyPremises are wholly untenantable; and, repairing, or rebuilding shall render in the Leased event only a portion of the Premises are untenantable, or Tenant’s Base Rent shall be equitably abated in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement proportion to that portion of the rent Premises which are so unfit for such period of time as the Premises (or such portion) remains untenantable. There shall be allowed from no Rent abatement if the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears damages are due to the floor space fault or negligence of the Leased Premises. If Lessor is required Tenant or elects to repair the Leased Premises as herein providedTenant’s agents, Lessee shall replace its stock in tradeemployees, fixtureslicensees, furniture, furnishings, floor coverings and equipmentinvitees or contractors.

Casualty. (a) Landlord and Tenant hereby acknowledge and agree that the following is hereby added at the end of Section 11.2 of the Office Lease: “In the event Landlord elects to make the Leased Premises are damaged by firerepairs, explosion or any other casualty which cannot be restored by Lessor to its original condition Landlord, within ninety sixty (9060) days after the occurrence of any damage that renders the Premises unfit for occupancy, shall cause to be delivered to Tenant an estimate, prepared by a qualified, independent, experienced and reputable architect, of the number of days, measured from the date of such the casualty, that will be required for Landlord to complete Landlord’s restoration work (the “Repair Estimate”). If Landlord does not elect to terminate the Lease pursuant to Landlord’s termination right as provided above, and either (A) the repairs cannot, in the reasonable opinion of Landlord, be completed within three hundred sixty (360) days after being commenced, or if (B) the Leased Premises repairs are totally destroyed not actually completed within sixty (60) days after the period of time set forth in the Repair Estimate (subject to extension for delays caused by such casualtyForce Majeure and delays caused by Tenant), then both the Lessee and the Lessor Tenant shall have the right to terminate this Lease upon written 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 to Landlord (the other party “Damage Termination Notice”), effective as of a date set forth in the Damage Termination Notice (the “Damage Termination Date”), which Damage Termination Date shall not be less than ten (10) business days following the end of each such month. Notwithstanding the foregoing, if Tenant 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 Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of Landlord’s receipt of the Damage Termination Notice, a certificate of Landlord’s contractor responsible for the repair of the damage certifying that it is such contractor’s good faith judgment that the repairs shall be substantially completed within thirty (30) days of after the date Damage Termination Date. If repairs shall be substantially completed prior to the expiration of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein day period, then the Damage Termination Notice shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease no force or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Sectioneffect, but Lessee does if the repairs shall not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election be substantially completed within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete terminate upon the restorationexpiration of such thirty-day period. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.”

Casualty. In case of damage to or 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 (ahereinafter referred to as “Restore” or “Restoration”) In the event Premises to substantially the Leased same condition as existed immediately prior to such damage or destruction if, in the 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 are damaged by fire, explosion or any other casualty the Restoration of which cannot be restored by Lessor to its original condition 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 from the date of such casualtyor more, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right Tenant may elect to terminate this Lease upon by giving Landlord written notice to the other party of such election within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of following the casualty, commence actual construction and restoration of in which event Tenant shall have no obligation to Restore the Leased Premises; provided, however, Tenant shall, at its cost, clear the Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials return the same to a safe and vehicles. (c) If neither party has elected to terminate clean condition, and Lessor for deliver any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid (other than those for payable for damages to Lessee from any escrow otherwise reimbursed by Lessor Tenant’s personal property or business interruption or Tenant’s costs to Lessee, and clear the Premises) to Landlord and/or Landlord’s mortgagee in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds accordance with Subparagraph 20(e) below. If Tenant elects to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon in accordance with this paragraph, this Lease shall terminate thirty (30) days following the date Landlord receives Tenant’s written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30the "Termination Date”) day period, upon the payment by Tenant of all rent and all other sums then Lessor shall have no right to terminate due and payable under this Lease to and including the Termination Date. Said termination shall not release Tenant nor Landlord from the obligations and liabilities of either under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualtyLease, repairingactual or contingent, which have accrued on or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears prior to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentTermination Date.

Casualty. Upon the occurrence of a Casualty or a series of Casualties with respect to an Item or Items of Equipment with a Purchase Price aggregating in excess of $5,000,000 during the Lease Term, Lessee shall give Lessor and Agent prompt notice thereof (a “Casualty Notice”). The Casualty Notice shall specify whether Lessee will: (a) In pay to Lessor the event Casualty Amount of the Leased Premises are damaged Item or Items of Equipment suffering such Casualty or series of Casualties, together with all other Rent then due and owing and if such amount is paid on a date which is not a Payment Date any and all Break Funding Amounts and an amount equal to the sum of the Basic Rent described in clause (A) of the definition Casualty Amount with respect to such Casualty Amount due on the next succeeding Payment Date divided by fire90, explosion or any other casualty which cannot be restored multiplied by Lessor to its original condition within ninety (90) the number of days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right immediately preceding Payment Date to terminate this Lease upon written notice to the other party within thirty (30) days of but excluding the date of payment, which payment shall be made within 30 days after such casualty.Casualty or the latest in time of such series of Casualties (the “Casualty Settlement Date”); or (b) If neither party elects replace the Item or Items of Equipment with respect to so terminate, Lessor shall, within forty-five which the Casualty or series of Casualties has occurred pursuant to the following provisions of this Section 9.1; provided that (45i) days the aggregate Purchase Price of all Items of Equipment replaced pursuant to this Section 9.1(b) with respect to this Lease from and after the Delivery Date to and including the date of the casualtyreplacement and after giving effect thereto, commence actual construction and restoration shall not exceed 25% of the Leased Premises aggregate Purchase Price of all Items of Equipment subject to its original condition this Lease as of the Delivery Date and proceed (ii) upon the occurrence and during the continuance of a Lease Event of Default or a Lease Default, Lessee shall be obligated, at the option of the Agent, to make the payments referred to in clause (a) above and shall not be entitled to exercise any right or election of replacement pursuant to this clause (b). Notwithstanding the foregoing, if Lessee has elected or is required to pay any Casualty Amount pursuant to clause (a) above and either: (i) the payment of such Casualty Amount would cause the aggregate amount of all Casualty Amounts paid with due diligence until completed. Any changes respect to the Items of Equipment leased hereunder during the term of the Lease to exceed 25% of the aggregate Purchase Price of all Items of Equipment subject to this Lease as of the Delivery Date; or (ii) after giving effect to the payment of the Casualty Amount, the End of Term Value Ratio of the Items of Equipment remaining subject to this Lease is less than the End of Term Value Ratio of all Items of Equipment originally subject to this Lease (as set forth in the restoration required by Appraisal), then Lessee which increases shall not be entitled to pay such Casualty Amount pursuant to clause (a) above, and instead Lessee shall be deemed to have elected the cost Early Termination Option with respect to all, but not less than all, of the restoration Items of Equipment then subject to this Lease and Lessee shall be paid for required to purchase all but not less than all of the Items of Equipment in accordance with the terms and provisions of Section 14.1 on the Casualty Settlement Date. If Lessee has elected, or is required, to pay the Casualty Amount with respect to the Items of Equipment leased hereunder pursuant to clause (a) above, Lessee shall continue to make all payments of Rent due under this Lease until and including the Casualty Settlement Date. Upon payment of the Casualty Amount in respect of such Item of Equipment on such Casualty Settlement Date together with all Rent and Supplemental Rent then due and owing, the remaining scheduled Rent payments hereunder shall be reduced by an amount equal to the product of the scheduled amount of each such payment (determined in each case prior to the receipt of such Casualty Amount), multiplied by the LesseeItem Value Fraction of such Item of Equipment suffering such Casualty or series of Casualties. During If Lessee has given notice that it intends to replace the Item or Items of Equipment suffering such restorationCasualty or series of Casualties, Lessor shall keep and such replacement is permitted under the parking areas foregoing clause (b), Lessee may make subject to this Lease, not later than 90 days after such Casualty or the latest in time of such series of Casualties with respect to such Item or Items of Equipment, a replacement for such Item or Items of Equipment meeting the suitability standards hereinafter set forth. To be suitable as a Replacement Item of Equipment (including for purposes of Section 8.7), an Item of Equipment (or Items of Equipment) must (i) be of the same function and utility, (ii) have the same or better Residual Value, remaining economic useful life and operating condition (immediately preceding the Casualty or series of Casualties assuming that such Item or Items of Equipment had been maintained in accordance with the terms of Section 8.3) as the Item or Items of Equipment, taken as a whole, suffering the Casualty or series of Casualties, (iii) have a Fair Market Value of not less than the Fair Market Value (immediately preceding the Casualty or series of Casualties assuming that such Item or Items of Equipment had been maintained in accordance with the terms of Section 8.3) of the Item or Items of Equipment, taken as a whole, suffering the Casualty or series of Casualties and (iv) be free and clear of debris any Liens other than Permitted Liens. Lessee shall represent in writing to Agent that such Replacement Item or Items of Equipment meet the standards set forth in clauses (i), (ii) and materials (iii) of the immediately preceding sentence and vehicles. shall deliver an appraisal at Lessee’s sole expense in form and substance reasonably satisfactory to the Agent from an appraiser selected by the Agent and approved by Lessee (csuch approval not to be unreasonably withheld) If neither party has elected confirming that such Replacement Item or Items of Equipment meet the standards set forth in clauses (ii) and (iii) of the immediately preceding sentence. Lessee shall cause a Bxxx of Sale and a lease supplement to terminate be executed and delivered to Agent and Lessor for any reason fails in order to commence subject such replacement Item of Equipment or Items of Equipment to this Lease, and upon such execution and delivery and the actual construction receipt by Agent and restoration within fortythe Lessor of (i) evidence reasonably satisfactory to them of Lessee’s compliance with the insurance provisions of Section 9.2 with respect to such replacement Item of Equipment or Items of Equipment, and (ii) an opinion of counsel to Lessee (which may be in-five (45house counsel) days after opining as to the date of written notice from Lessee authorization, execution and delivery of the casualtyBxxx of Sale and the lease supplement, the enforceability of the lease supplement and the filing and recording of the UCC financing statements with respect thereto and, in each case, consistent with the opinions delivered on the Delivery Date covering such matters, such replacement item or items shall be deemed an “Item of Equipment” or “Items of Equipment” for all purposes hereof. If (i) Agent or Lessor has received the amount payable with respect to the Casualty or series of Casualties and all other amounts due hereunder (if any), or commences within such time period but fails to complete (ii) the actual construction and restoration within forty-five (45) days after such commencementItem or Items of Equipment have been substituted or repaired in accordance herewith, then Lessee shall have the rightand, but not the obligationin each case, to: (1) perform the restoration at the sole cost and expense no Material Lease Default or Lease Event of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to LesseeDefault exists, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise receive from Agent or Lessor, as applicable, the remedies set forth proceeds of any recovery in respect of the Item or Items of Equipment from insurance or otherwise, to the extent recovered by Agent or Lessor (“Casualty Recoveries”), and Agent or Lessor, as applicable, subject to the rights of any insurer insuring the Items of Equipment as provided herein, shall execute and deliver to Lessee, or to its assignee or nominee, a Bxxx of Sale (without representations or warranties except that each such Item of Equipment is free and clear of Lessor Liens) for the Item or Items of Equipment (other than repaired items), and such other documents as may be required to release the Item or Items of Equipment from the terms of this Lease; (2) seek specific performance , in such form as may reasonably be requested by Lessee. All fees, costs and expenses relating to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted a substitution or repair as described herein shall be borne by Lessee. Except as otherwise provided in furtherancethis Section 9.1, and Lessee shall not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) be released from its obligations hereunder in the event of, and shall bear the Leased Premises are damaged in excess risk of, any Casualty to any Item of fifty (50%) percent of replacement cost (excluding excavation and foundation) Equipment prior to or during the last two term of this Lease and thereafter until all of Lessee’s obligations hereunder are fully performed. Any payments (2including, without limitation, insurance proceeds) years of the Term of the Leasereceived at any time by Agent, Lessor or Lessee may elect from any Governmental Authority or other party with respect to terminate this any loss or damage to any Item or Items of Equipment not constituting a Casualty (i) up to $5,000,000, shall be paid to Lessee, so long as no Material Lease upon written notice Default or Lease Event of Default shall have occurred and be continuing, for application to repair or for replacement of property in accordance with Sections 8.1 and 8.3 or (ii) in excess of $5,000,000, shall be held by Agent and applied directly in payment of repairs or for replacement of property in accordance with the other within thirty (30) days provisions of the date of the casualty; provided, howeverSections 8.1 and 8.3, if Lessor notifies not already paid by Lessee, or if already paid by Lessee that it intends to terminate this and no Material Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Default or Lease by giving written notice to Lessor Event of such election within such thirty (30) day period, then Lessor Default shall have no right to terminate this Lease under this Section occurred and shall promptly commence and diligently complete the restoration. (d) If the casualtybe continuing, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the applied to reimburse Lessee for such payment, and any balance remaining after compliance with said Sections with respect to such loss or damage occurred until the date Lessor completes its work said proportion shall be retained by or disbursed to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises(as applicable) Lessee. If Lessor is required or elects to repair the Leased Premises as herein providedLESSEE HEREBY ASSUMES ALL RISK OF LOSS, Lessee shall replace its stock in tradeDAMAGE, fixturesTHEFT, furnitureTAKING, furnishingsDESTRUCTION, floor coverings and equipmentCONFISCATION, REQUISITION, COMMANDEERING, TAKING BY EMINENT DOMAIN OR CONDEMNATION, PARTIAL OR COMPLETE, OF OR TO EACH ITEM OF EQUIPMENT, HOWEVER CAUSED OR OCCASIONED, SUCH RISK TO BE BORNE BY LESSEE WITH RESPECT TO EACH ITEM OF EQUIPMENT FROM THE DELIVERY DATE AND CONTINUING UNTIL SUCH ITEM OF EQUIPMENT HAS BEEN PURCHASED BY A THIRD PARTY OR RETURNED TO LESSOR IN ACCORDANCE WITH THE TERMS HEREOF. LESSEE AGREES THAT NO OCCURRENCE SPECIFIED IN THE PRECEDING SENTENCE SHALL IMPAIR, IN WHOLE OR IN PART, ANY OBLIGATION OF LESSEE UNDER THIS LEASE, INCLUDING, WITHOUT LIMITATION, THE OBLIGATION TO PAY RENT.

Casualty. (a) In A. If, at any time during the event Term, the Leased whole or any part of the Premises are or access thereto is damaged by fire, explosion fire or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both Commission and/or the Lessee and the Lessor Tenant shall have the right to terminate this Lease upon Lease, by giving written notice thereof to the other party hereto within thirty (30) days of after the date of such fire or casualty. If either party gives such notice, the lease shall terminate, effective fifteen (15) days after the mailing of such notice. B. Upon termination, Tenant shall have no further obligation to pay any base Rent or Additional Rent under this Lease which accrue after the date of such termination. In no event, however, shall such termination be deemed to modify or limit Tenant’s obligations and agreements pursuant to Article 9 hereof. C. If the Premises or any part thereof or all reasonable access thereto are damaged by fire or other casualty, and such damage, in the Commission’s sole discretion, materially interferes with Xxxxxx’s use of the Premises as contemplated by this Lease, and this Lease is not terminated in accordance with Section 10.1 A., then: (b1) If neither party elects The Tenant shall repair any and all casualty damage to so terminateits property and to any and all of the Tenant’ s Improvements and fixtures located on the Premises, Lessor shalland shall return such property and fixtures to the condition existing immediately prior to said casualty. All such repairs shall comply with the TAA process. The Tenant shall use its best efforts to cause repairs and restoration to be made within a reasonable period of time after such casualty occurs, within forty-five but in the event that any portion of the Premises remain untenantable after eight (45) days 8) months of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee Commission shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid option to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days prior written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to performnotice. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in In the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation Tenant completes all repairs and foundation) during restoration within the last two thirty-day notice period, this Lease will not terminate. (2) years of The Commission shall use reasonable diligence to restore the Term of Premises to substantially the Leasesame condition as existed immediately prior to such fire or other casualty within a reasonable time, Lessor or Lessee may elect subject to terminate this Lease upon written notice to any delays beyond the other within thirty (30) days of the date of the casualtyCommission’s control; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor the Commission shall have no right obligation to terminate this Lease under this expend for such repairs and restoration any amount in excess of any net insurance proceeds received; that the Commission’s obligation to repair and restore shall not include those repairs required of the Tenant pursuant to Section and shall promptly commence and diligently complete the restoration10.1 C. (1). (d3) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement A just proportion of the rent Base Rent and Additional Rent as determined by the Commission shall xxxxx proportionately for the period in which, by reason of such damage, there is such interference with the Tenant’s use of the Premises. D. In the event the Premises shall be allowed damaged by fire or other casualty resulting from the date when act of neglect of Tenant, its agents, contractors, employees or invitees, and this Lease shall not be terminated by the damage occurred until Commission as a result of such damage, Tenant shall not be released from any of its obligations hereunder including without limitation its duty to pay the date Lessor completes its work said proportion to be computed on Base Rent and the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required Additional Rent without abatement or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentreduction.

Casualty. (a) The risk of loss or damage or destruction to the Premises by fire or other casualty is assumed by Seller until the Closing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any such loss or damage. In the event the Leased Premises are damaged by fire, explosion of fire or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor Seller shall have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that notify Purchaser whether it intends to terminate this Lease under this Sectionrebuild the Premises prior to the Closing Date, but Lessee does not desire if Seller shall fail to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor notify Purchaser of such its election within such thirty (30) day period, period Seller shall be deemed to have elected not to rebuild. If Seller elects (or is deemed to have elected) not to repair or replace any such loss or damage to the Premises then Lessor both Seller and Purchaser shall have no right the option of declaring this Contract of Sale terminated within thirty (30) days of Seller's election not to rebuild, in which event Seller or Purchaser (as the case may be) shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other; provided that if neither party shall have elected to terminate this Lease Contract as aforesaid then Purchaser shall close title in accordance with this Contract and pay in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, except for a credit to the Purchase Price for the amount of any deductible under this Section Seller’s policies, and shall promptly commence and diligently complete the restoration. (d) If the casualtyaccepting an assignment, repairingwithout recourse, or rebuilding shall render the Leased Premises untenantableof Seller's rights, or in a condition which renders the Leased Premises inaccessible by Lessee's customersif any, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to any payments to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears made under any applicable hazard insurance policies, if any, together with any payments under such policies made to Seller prior to the floor space of the Leased PremisesClosing not expended to repair or replace such loss, damage or destruction. If Lessor is required or Seller elects to repair or replace any such loss or damage, Seller shall be entitled to reasonable adjournments of the Leased Closing Date in which to perform the work, not exceeding one hundred twenty (120) days in the aggregate, and in no event beyond the expiration of Purchaser’s mortgage commitment or rate lock. If Seller elects to repair or replace any such loss or damage to the Premises and if such loss or damage is not repaired (substantial completion thereof) prior to the Closing Date, as herein providedadjourned by Seller pursuant to this Paragraph, Lessee Purchaser shall have the option (to be exercised within ten (10) days of Seller's notice thereof to Purchaser) of: (a) declaring this Contract of Sale terminated, in which event Seller or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other or (b) closing title in accordance with this Contract of Sale and paying in full the Purchase Price, without any abatement thereof, except for a credit to the Purchase Price for the amount of any deductible under Seller’s policies, or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace its stock such loss, damage or destruction; provided that if Purchaser shall have failed to timely make an election it shall be deemed to have chosen (b) above. Seller shall not settle or compromise any insurance claim without the prior written consent of Purchaser which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if the cost of the repairs and replacements is less than $25,000, as determined by an independent third party professional chosen by Seller and reasonably acceptable to Purchaser, Purchaser shall close title with a credit against the purchase price in tradesuch amount which shall not exceed $25,000 and Seller shall retain the rights to the insurance proceeds, fixturesif any, furniture, furnishings, floor coverings and equipmentin respect of such casualty. This Paragraph shall govern to the extent inconsistent with any applicable law.

Casualty. (a) In the event of a casualty involving the Leased Premises are damaged by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within that will take more than ninety (90) days from to repair, as reasonably estimated by Landlord (the date of such casualty, or if the Leased Premises are totally destroyed by such casualty“Landlord’s Rebuild Estimate”), then both the Lessee and the Lessor have the right to Landlord or Tenant may terminate this Lease upon written notice to the other party within thirty (30) days after delivery of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completedLandlord’s Rebuild Estimate. Any changes in the restoration required by Lessee which increases the cost of the restoration Landlord shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other 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 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 sixty (60) days after the Casualty Termination Date; provided, however, that such termination shall be null and void if Lessor notifies Lessee that it intends Landlord completes the Landlord’s Repair Obligations prior to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor the expiration of such election within such thirty sixty (3060) day period. In the event that this Lease is terminated as set forth herein, then Lessor the Fixed Rental shall be apportioned as of the date of the damage and, provided Tenant is not in default, Tenant shall be 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 the casualty. Tenant will have no right claim to terminate this Lease under this Section and shall promptly commence and diligently complete insurance proceeds with respect to insurance policies maintained by Landlord, condemnation award or proceeds in lieu of condemnation; provided that in the restoration. (d) If the event of a casualty, repairing, or rebuilding Tenant shall render be permitted to retain any insurance proceeds payable under any policy carried by Tenant. In the Leased event the Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, are untenantable in whole or in partpart and neither party terminates as provided herein, then a proportionate abatement Fixed Rental shall be equitably abated to reflect the portion of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentnot tenantable.

Casualty. (a) In If the event the Leased Demised Premises are shall be damaged by firefire or other causes, explosion but are not wholly untenantable, the damage shall be repaired by the Landlord upon receipt of the insurance proceeds, and at its own expense. In such event, this lease shall not terminate, but shall remain in full force and effect, but the rent shall be apportioned according to the part of the Demised Premises usable by Tenant to conduct its business. Due allowances shall be made for delays from labor troubles, material shortages, or any other casualty which cancauses, whether similar or dissimilar to the foregoing, beyond Landlord's control. If, however, the Demised Premises are rendered wholly untenantable by fire or other causes, and the Landlord does not be restored by Lessor intend to its original condition within ninety (90) days from rebuild the date of such casualtysame, or if the Leased building of which the Demised Premises are totally destroyed by such casualtya part shall be so damaged or not, that Landlord determines to demolish or rebuild the building, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date in any of such casualty. (b) If neither party elects to so terminate, Lessor shall, events the Landlord may within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) ninety days after such commencementdamage or destruction, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense give Tenant notice of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lesseeits decision, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate thereupon this Lease upon thirty (30) shall terminate three days written after such notice is given and the Tenant shall immediately vacate the Demised Premises and surrender the same to Lessor without waiving Lessee's right the Landlord, paying the rent to damages for Lessor's failure the time said Demised Premises were wholly untenantable, to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased time said Demised Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect surrendered to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; providedLandlord. If, however, if Lessor notifies Lessee within said ninety days Landlord shall notify Tenant that it intends to terminate repair and rebuild the Demised Premises, then this Lease under this Sectionshall not terminate but shall remain in full force and effect, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of except that the rent shall be allowed from the date xxxxx while said Demised Premises are wholly untenantable, but shall commence again when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Demised Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings are restored and equipmentready for occupancy.

Casualty. (a) In the event of total or partial destruction of the Building or the Leased Premises are damaged by fire, explosion fire or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, Landlord agrees to promptly restore and repair the Building or if Leased Premises; provided, however, Landlord's obligation hereunder shall be limited to the reconstruction of the Building, Leased Premises are totally destroyed Premises, the Tenant Finish Improvements (as such term is defined in that certain Office Lease Agreement dated April 1, 2001 by such casualty, then both the Lessee and between Duke-Weeks Realty Limited Partnership and Tenant) as were originally required to be made by Landlord and the Lessor have the right to terminate Tenant Improvements as set forth in this Lease upon Lease. Landlord shall give Tenant written notice to the other party within thirty (30) days of the casualty of Landlord's estimated date to complete such restoration and repair. In the event that such notice discloses that such date of completion 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 rebuilding. If no such agreement is reached within thirty (30) days of Tenant's receipt of notice estimating the date of completion, Tenant may terminate this Lease, effective upon the date of casualty. , by delivery of written notice thereof to Landlord within fifteen (b) If neither party elects to so terminate, Lessor shall, within forty-five (4515) days of the date expiration of the casualty, commence actual construction and restoration of thirty (30) day negotiating period identified above. Rent shall proportionately axxxx during the time that the Leased Premises to its original condition and proceed with due diligence or part thereof are unusable because of any such damage until completed. Any changes in the restoration required by Lessee which increases the cost substantial completion of the restoration shall be paid for restoration. Notwithstanding the foregoing, if the Leased Premises are destroyed by a casualty which is not covered by the Lessee. During insurance required hereunder or, if covered, such restoration, Lessor shall keep insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencementBuilding, then Lessee shall have the rightLandlord may, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days days' written notice delivered to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other Tenant within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire with respect to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor matters thereafter accruing. All restoration shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete comply with all construction requirements imposed hereby on the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement original construction of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Building, Leased Premises. If Lessor is required , the original Tenant Finish Improvements or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentTenant Improvements.

Casualty. (a) In the event the Leased Premises are damaged by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon Each Party shall give prompt written notice to the other party within thirty (30) days Party of any casualty to the date Landfill, the Gas Collection Systems, the CCS or the LCS or any part thereof of which causes such facilities to become Damaged Facilities. In the event of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days all proceeds of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration insurance shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: payable either (1) perform to a Lender financing the restoration at Damaged Facilities or, (2) if there is no Lender financing the sole cost and expense Damaged Facilities or such Lender does not require payment of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete it, to the restoration and if Lessor fails affected Party. Subject to promptly reimburse Lessee then Lessee any rights that a Lender may have with respect to such insurance proceeds, the affected Party shall be entitled use such proceeds, at the Party’s option, either (i) to exercise fund reconstruction of the remedies set forth in this Lease; Damaged Facilities, or (2) seek specific performance to require Lessor construct Replacement Facilities reasonably acceptable to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherancethe other Party serving the same function as the Damaged Facilities, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years to repay any outstanding indebtedness of the Term of affected Party that is secured by the LeaseDamaged Facilities. If the insurance proceeds are used to reconstruct the Damaged Facilities, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor Damaged Facilities shall have no right to terminate this Lease under this Section and shall be promptly commence and diligently complete restored to at least the restoration. (d) If equivalent of their condition immediately prior to the casualty, repairingand disbursements of such insurance proceeds (and any deficiency) shall be in accordance with disbursement procedures reasonably acceptable to each Party. If the insurance proceeds (and any deficiency) are used to construct Replacement Facilities, or rebuilding the Replacement Facilities shall render be promptly and diligently constructed, and disbursements of such insurance proceeds (and any deficiency) shall be in accordance with disbursement procedures reasonably acceptable to each Party. Notwithstanding anything in this Section 11.3 to the Leased Premises untenantablecontrary, or in a condition which renders if the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement Agreement is terminated pursuant to Section 1.1 before reconstruction of the rent Damaged Facilities or construction of the Replacement Facilities has been completed, then, subject to any rights that a Lender may have with respect to the insurance proceeds, any excess proceeds shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears delivered to the floor space affected Party for it’s own use, whether or not related to the Landfill, the Gas Collection Systems, the CCS or the LCS. For purposes of this Section 11.3, “excess proceeds” shall be any insurance proceeds not required to restore the Leased Premises. If Lessor is required Damaged Facilities to full operation or elects to repair complete the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentReplacement Facilities.

Casualty. If after the Effective Date and prior to the Closing any Property is damaged by fire or other casualty (a “Casualty”), Seller shall, promptly upon receiving actual knowledge thereof, notify Purchaser of the same. If, as a result of such Casualty, (a) In the event tenant of such Property other than the Leased Premises are damaged by fireProperty commonly known as 0000/0000 Xxxxxxxxx Xxxxxxx, explosion Xxxxxxx, XX (the “IBM Property”) is entitled to and elects to terminate its Lease with respect to such Property or any other casualty which cannot be restored by Lessor (b) International Business Machines (“IBM”) is entitled to and elects to terminate its original condition within ninety Lease with respect to the IBM Property (90each a “Casualty Tenant Termination Event”), then Seller shall promptly upon receiving notice of such Casualty Tenant Termination Event notify Purchaser of the same (a “Casualty Tenant Termination Notice”). Within five (5) days from after receipt of the date Casualty Tenant Termination Notice (but in no event later than the Closing Date), Purchaser shall notify Seller in writing of Purchaser’s election to either (i) subject to the limitations of Sections 7.2.1(4) and 7.2.2(9), terminate this Agreement with respect to such casualtyProperty, in which case the Purchase Price shall be reduced by the Allocated Purchase Price for such Property, or if (ii) to acquire such Property notwithstanding the Leased Premises are totally destroyed by Casualty Tenant Termination Event. If (i) Purchaser elects to acquire such casualty, then both Property notwithstanding the Lessee and the Lessor have the right Casualty Tenant Termination Event or fails to terminate this Lease upon written notice Agreement with respect to the other party such Property within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (305) day period, then Lessor shall have no right or (ii) such Casualty does not give rise to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in partCasualty Tenant Termination Event, then Purchaser shall proceed to Closing, and as of Closing, (1) Seller shall (A) assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance and rent abatement insurance applicable to any period beginning with the Closing Date) due Seller as a proportionate abatement result of such Casualty, and (B) provide written confirmation from GECC that such insurance proceeds can be assigned to Purchaser and will be available after Closing to Purchaser to effectuate the needed repairs, (2) Purchaser shall assume full responsibility for all needed repairs (as between Purchaser and Seller, but subject to the terms of the rent applicable Lease with respect to any rights of the applicable tenant), and (3) Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies to the extent not payable by the applicable tenant under the applicable Lease. Notwithstanding anything contained herein to the contrary, if a Casualty shall occur to any Property and, as a result of such Casualty, the lender providing the Term Financing Commitment will not close the loan contemplated by the Term Financing Commitment with respect to such Property, GECC will not close the GE Bridge Loan with respect to such Property or GECC or Senior Lender (as applicable) will not close the Bridge Loan with respect to such Property (as applicable pursuant to Section 4.3.2), then, subject to the limitations of Sections 7.2.1(4) and 7.2.2(9), this Agreement shall automatically terminate with respect to such Property and the Purchase Price shall be allowed from reduced by the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis Allocated Purchase Price of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentsuch Property.

Casualty. Landlord will provide prompt notice to Tenant of any casualty affecting the Property. If Tenant’s Communication Facility or 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 Termination Fee. Upon such termination, this Lease shall become null and void, and Landlord and Tenant shall have no other further obligations to each other hereunder, other than Tenant’s obligation to remove its property as herein 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 (a) In the which shall in no event the Leased Premises are damaged by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within longer than ninety (90) days from the date of such casualty) as Tenant is able to activate a replacement transmission facility at another location; notwithstanding the termination of this Agreement, or if such temporary facilities will be governed by, and Tenant shall comply with, all of the Leased 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 are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice and/or Communication Facility to the other party within thirty condition existing immediately prior to such damage or destruction. Tenant shall not unreasonably or unnecessarily delay restoration of its Communications Facility. If Tenant undertakes to rebuild or restore the Premises and/or the Communication Facility, as applicable, Landlord agrees to permit Tenant to place temporary transmission and reception facilities on the Premises at no additional Rent until the reconstruction of the Premises and/or the Communication Facility is completed (30which shall be no later than six (6) days of months from the date of such said casualty). (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above, if any. Rent shall proportionately 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 damaged by fire, explosion or any other casualty which (a) so destroyed that they cannot be restored by Lessor to its original condition repaired or rebuilt within ninety one hundred eighty (90180) days from the casualty date; or (b) destroyed by a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days’ written notice to the other party, terminate this Lease as of the date of such casualty. Notwithstanding anything to the contrary contained herein, if any such damage or if destruction occurs within the Leased Premises are totally destroyed by such casualtyfinal twelve (12) months of the Lease Term hereof, then both the Lessee and the Lessor have the right to either party may, in its sole discretion, terminate this Lease upon by written notice to the other party made within thirty (30) days of such damage or destruction. Tenant waives any right under applicable laws inconsistent with the date terms of such casualtythis paragraph. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In the event the Leased Premises are is damaged by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45five(45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow or otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3d) in the event the Leased Premises are damaged in excess of fifty percent (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease lease by giving written Written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work work, said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In If the event the Leased Premises Premises, or any portion thereof, are destroyed or damaged by fire, explosion explosion, or any other casualty which cannot be restored casualty, then Tenant shall, as soon as practicable, and upon receipt of an agreement by Lessor Landlord’s mortgagee, in form and content reasonably satisfactory to its original Landlord, Tenant and Landlord’s mortgagee, to advance insurance proceeds to Tenant for such repair, rebuilding or restoration, on a construction loan type basis, repair, restore, and rebuild the Premises to a condition within ninety (90) days from the date of equivalent to that existing prior to such casualty, and shall do so each time and as often as any portion of the Premises shall be destroyed or if damaged; all insurance proceeds relating to such casualty shall be deposited, in trust, with Landlord’s mortgagee or a title insurance company or another independent third party, satisfactory to Landlord and Tenant, to be held for disbursement in payment or reimbursement of the Leased Premises costs of such repair, restoration, and rebuilding; and the term hereof and the rent and other payments due hereunder shall continue without modification except to the extent rental interruption insurance proceeds are totally destroyed made available to Landlord. If such repair, restoration, or rebuilding is prohibited by such casualtyapplicable law, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration casualty shall be paid for by the Lessee. During such restorationdeemed to be a taking under Section 13, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds relating thereto shall be either paid treated as the award, and this Lease may be subject to Lessee termination as provided in Section 13. Except as provided in the immediately preceding sentence or in Section 12.1, below, no damage or destruction of any building or any of the fixtures or other property therein shall be grounds for the termination of this Lease or relieve the Tenant from any escrow otherwise reimbursed obligation created or imposed by Lessor to Lesseevirtue of this Lease, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess laws of the insurance proceeds state in which the Premises is located to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise contrary notwithstanding, including, but without limiting the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years generality of the Term of the Leaseforegoing, Lessor or Lessee may elect Tenant’s obligation to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement make payment of the rent shall be allowed from and all other charges on the date when part of the damage occurred until the date Lessor completes its work said proportion Tenant to be computed paid, and the Tenant’s obligation to perform all other covenants and agreements on the basis part of the relation which the gross square foot area of the space rendered untenantable bears Tenant to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentbe performed.

Casualty. (a) In If, prior to the event Closing, all or any portion of the Leased Premises are Real Property is damaged by fire, explosion fire or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date cause whatsoever, Sellers shall promptly give Buyer written notice of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualtydamage. (b) If neither party elects the cost for repairing such damage is equal to so terminateor less than Three Million Dollars ($3,000,000) and will require less than six months to fully repair and restore (as determined by Sellers' independent insurer), Lessor shall, within forty-five (45) days then Buyer shall proceed to Closing to receive a credit for the amount of the date deductible plus all insurance proceeds received by any Seller Party as a result of the such loss less any proceeds theretofore used for repair with respect to such casualty, commence actual construction or an assignment of each Seller Party's rights to such insurance proceeds less any proceeds theretofore used for repair with respect to such casualty, and restoration of the Leased Premises to its original condition this Agreement shall continue in full force and proceed effect with due diligence until completed. Any changes no reduction in the restoration required by Lessee which increases Purchase Price, and Sellers shall have no further liability or obligation to repair such damage or to replace the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehiclesReal Property. (c) If neither party has elected the cost for repairing such damage is greater than Three Million Dollars ($3,000,000) or will require six months or more to fully repair or restore (as determined by Sellers' independent insurer) or would permit Tenant(s) occupying, in the aggregate, more than 30,000 rentable square feet to terminate their Lease(s), then Buyer shall have the option, exercisable by written notice delivered to Sellers and Lessor for any reason fails to commence the actual construction and restoration Escrow Agent within forty-five (455) days Business Days after the date of Seller's written notice from Lessee of damage to Buyer, either (i) to receive a credit for the amount of the deductible plus all insurance proceeds received by any Seller Party as a result of such loss less any proceeds theretofore used for repair with respect to such casualty, or commences within an assignment of each Seller Party's rights to such time period but fails insurance proceeds less any proceeds theretofore used for repair with respect to complete such casualty, and this Agreement shall continue in full force and effect with no reduction in the actual construction Purchase Price, and restoration within forty-five (45) days after such commencement, then Lessee Sellers shall have no further liability or obligation to repair such damage or to replace the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equityReal Property; or (3ii) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends Agreement. If Buyer elects to terminate this Lease under this SectionAgreement, but Lessee does not desire the Deposit shall be promptly returned to do so Buyer, and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor thereafter the Parties shall have no right further obligations to, or recourse against, each other (except as provided in any provision of this Agreement which is expressly stated to survive the termination of this Agreement) If Buyer fails to notify Sellers within such five (5) Business Day period of Buyer's intention to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in partAgreement, then a proportionate abatement of the rent Buyer shall be allowed from deemed to have elected option (i), and Buyer and Sellers shall proceed to Closing in accordance with the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis terms and conditions of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentthis Agreement.

Casualty. (a) In the event 14.1 If the Leased Premises are damaged by fire, explosion earthquake, or any other casualty which other than caused by the acts or omissions of the Lessee or Lessee's employees, agents, invitees or customers, to the extent that the ordinary business of the Lessee cannot reasonably be conducted therein, and if such damage cannot be restored or is not, within reasonable diligence, repaired by the Lessor to its original condition within ninety (90) days from the date happening of such casualty, or if the Leased Premises are totally destroyed by such casualtyinjury, then both the either Lessor or Lessee and the Lessor shall have the right to terminate option of terminating this Lease upon by written notice delivered to the other party within thirty (30) days following the happening of the date of such casualty. (b) said injury. If neither party either Lessor or Lessee elects to so terminateterminate this Lease as aforesaid, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction Lessee shall immediately vacate and restoration surrender possession of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, that if the Lessor notifies Lessee that it intends elects to terminate this the Lease under this Section, but Lessee does not desire and damage to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantableis not in excess of twenty-five (25%) percent, Lessee has the option to make repairs and deduct costs of such repairs from rental payments, or in a condition which renders otherwise be reimbursed by the Leased Premises inaccessible by Lessee's customersLessor for such repairs, in whole or in part, then a proportionate abatement of the rent and Lessee shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion not have to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of vacate the Leased Premises. If neither Lessee nor Lessor is required or elects to repair terminate this Lease, or if the Leased Premises are not damaged to the extent that the damage unreasonably interferes with the conduct of the Lessee's ordinary business, Lessor shall proceed with said repairs with all reasonable diligence. 14.2 If the damage and repairs to the Leased Premises do not unrea- sonably interfere with the business being conducted by the Lessee, there shall be no reduction in rent. In all other events, the rent shall be proportion- ately abated to the degree that Lessee's use of the Leased Premises is impaired by the damages to the Leased Premises. Should the damage to the Leased Premises be so extensive as herein providedto render the Leased Premises untenable, and both parties elect not to terminate the Lease, then rent payments hereunder shall cease until the Leased Premises shall be repaired by the Lessor. 14.3 Nothing in this Lease shall make Lessor liable to repair or rebuild Lessee's furniture, fixtures or personal property, nor shall Lessor be liable for any compensation or damage by reason of such interruption of Lessee's business through any such casualty, destruction or damage, or arising from the necessity of repairing any portion of the Leased Premises affected by such damage. 14.4 Proceeds from insurance on the Leased Premises and for improve- ments and betterments in the Leased Premises shall be paid to the Lessor upon the occurrence of any loss for repair of the Leased Premises, or if this Lease is terminated in accordance with the terms of this Section 14, shall be used for whatever purpose the Lessor shall determine, except that if the damage to the Leased Premises is not in excess of twenty-five (25%) percent, and the Lessee elects to make the repairs, the insurance proceeds attributable to those repairs shall be paid to the Lessee. No losses shall be adjusted without the approval of Lessor. 14.5 If the destruction or casualty was caused by an act or omission of the Lessee, its employees, agents or invitees, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings pay to the Lessor the difference between the actual cost of rebuilding or repairing the Leased Premises and equipmentany insurance proceeds received by the Lessor.

Casualty. (a) If less than twenty (20%) of the Building is damaged by fire or other casualty and (i) such damage cannot be repaired within one hundred twenty (120) days of the date of such fire or other casualty or (ii) if such fire or other casualty is not covered by an insurance policy of either Tenant or Landlord, then either Landlord or Tenant shall have the right to terminate this Lease; PROVIDED, HOWEVER, either Landlord or Tenant at its option may elect to cause the Leased Premises to be repaired provided that such repairs can be completed within a reasonable period of time and, if either party so elects, the this Lease shall continue in full force and effect. In the event that Landlord or Tenant elects to repair the Leased Premises are damaged by firePremises, explosion or any then the electing party shall give written notice to the other casualty which cannot be restored by Lessor party of its election to its original condition do so within ninety thirty (9030) days from the date of the fire or other casualty. During any such casualtyperiod of repair or restoration, base rent shall be adjusted to reflect the extent of the damage to the Leased Premises. (b) If twenty percent (20%) or more of the Building is damaged by fire or other casualty and if such fire or other casualty is covered by an insurance policy of either Tenant or Landlord and the damage may be repaired or restored within two hundred forty (240) days after commencement of the repair or restoration, then Landlord shall diligently proceed to repair and restore the Leased Premises provided that the insurance proceeds are totally destroyed by such casualtyturned over to Landlord. If Landlord determines that the Leased Premises cannot be repaired or restored within that period, then both the Lessee and the Lessor Landlord or Tenant shall have the right to terminate this Lease upon by written notice to the other party given within thirty (30) days of after the date of such casualty. (b) If neither party elects damage. During any such period of repair or restoration, base rent shall be adjusted to so terminate, Lessor shall, within forty-five (45) days reflect the extent of the date of the casualty, commence actual construction and restoration of damage to the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehiclesPremises. (c) If neither party has elected to terminate In the event that there is no insurance and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee there is a total destruction of the casualtyBuilding, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) party may terminate this Lease upon by giving the other party thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under from the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years date of the Term of the Lease, Lessor or Lessee may elect to destruction. Should neither party terminate this Lease upon written notice and either party elect to rebuild the other Building and the Building can be rebuilt within thirty two hundred forty (30240) days from the date of commencement of construction, then the Lease shall continue in full force and effect except that base rent shall be abated during the construction period. Upon total destruction of the Building, Tenant's obligation to pay rent and other charges under this Lease shall terminate as of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire damage or destruction or as of the date Tenant ceases to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete business at the restorationLeased Premises whichever date is later. (d) If the casualty, repairing, or rebuilding shall render All repairs and restorations of the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock done in trade, fixtures, furniture, furnishings, floor coverings accordance with all applicable building and equipmentzoning codes then in effect.

Casualty. (a) In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same to substantially the same condition as existed as of the Commencement Date, with respect to the Landlord Work required to be made by Landlord pursuant to Section 2.02 above (and, in the event of any damage arising prior to the Commencement Date, Landlord shall repair the same and continue with the performance of the Landlord Work in accordance with the terms of this Lease). Rent shall proportionately xxxxx during the time that the Leased Premises or any part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) destroyed or damaged by fire, explosion or any other casualty which to the extent that they cannot reasonably be restored repaired or rebuilt within three hundred sixty-five (365) days from the casualty date; or (b) destroyed by Lessor a casualty that is not covered by the insurance required hereunder or by insurance actually maintained by Landlord; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days’ written notice to its original condition within the other party, terminate this Lease with respect to matters thereafter accruing. Any such notice of termination shall be given, if at all, not later than ninety (90) days from after the casualty date (or, in the case of such casualtya notice by Tenant, ninety (90) days after Landlord informs Tenant in writing of the projected time for the repairs and of the availability or unavailability of insurance proceeds). In addition to the foregoing, if Landlord elects to rebuild and restore the Leased Premises are totally destroyed by but fails to actually substantially complete the same in such casualtytime so that Tenant can again occupy the Leased Premises and conduct business operations therein on or before the three hundred sixty-sixth (366th) day after the casualty date, then both the Lessee and the Lessor subject to extension for force majeure events, Tenant shall have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminateLandlord, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration notice shall be paid for by the Lessee. During such restorationgiven, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. if at all, not later than three hundred ninety-six (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45396) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualtycasualty date; provided, however, that if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render Landlord substantially completes the Leased Premises untenantable, or in a condition which renders so that Tenant can occupy the Leased Premises inaccessible by Lessee's customers, in whole and conduct business operations therein on or in partbefore the three hundred ninety-sixth (396th) day after the casualty date, then a proportionate abatement of the rent Tenant’s termination notice shall be allowed from void. Tenant waives any right under applicable laws inconsistent with the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis terms of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentthis paragraph.

Casualty. (a) In Tenant agrees that in case of damage to, or destruction of, any Improvements by fire or other casualty occurring before January 1, 2068, Tenant will, subject to Section 12.7, within one year repair, restore or replace the event damaged Improvements such that upon the Leased Premises are damaged completion of such repairs, restoration or replacement the value, both physical and economic, of the Improvements taken as a whole shall be at least substantially equal to the physical and economic value of same immediately prior to the happening of such fire or other casualty; provided, that Tenant's obligations in this regard shall be limited to the amount of insurance proceeds received by fire, explosion Tenant or any Leasehold Mortgagee in accordance herewith or which would have been so received had Tenant maintained the insurance coverage required by Article 6. In case of damage to, or destruction of, the Improvements to an extent greater than fifty percent (50%) of the then-replacement value thereof, by fire or other casualty which cannot be restored occurring on or after January 1, 2068, Tenant may, at its option by Lessor written notice to its original condition Landlord given within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction (i) terminate this Lease by delivering to Landlord written notice of such termination, together with all insurance proceeds payable with respect to such fire or other casualty or the amount which would have been payable if Tenant had maintained coverage required to be maintained hereunder, and restoration thereafter all Rent shall be fully abated and Tenant and Landlord shall not have any other obligations under this Lease with respect to the Premises, except for those obligations which expressly survive the termination hereof, or (ii) exercise the Option, otherwise subject to its terms, by giving Landlord written notice of Tenant's election to so exercise the Option within such 90-day period. Upon the exercise of the Leased Premises Option as contemplated in this section, Tenant shall pay the Option Price (subject to its original condition applicable credits and proceed determined as if no casualty had occurred and with due diligence until completed. Any changes in regard for the restoration required by Lessee which increases the cost remainder of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the rightTerm), but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise retain all insurance proceeds payable with respect to such fire or other casualty. In the remedies set forth in this Lease; (2) seek specific performance absence of giving such notice, Tenant will, subject to require Lessor to commence Section 12.7, within one year repair, restore or replace the damaged Improvements such that upon the completion of such repairs, restoration or replacement the value, both physical and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein economic, of the Improvements taken as a whole shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice least substantially equal to the physical and economic value of same immediately prior to the happening of such fire or other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends Tenant's obligations in this regard shall be limited to terminate the amount of insurance proceeds received by Tenant or any Leasehold Mortgagee in accordance herewith or the amount of insurance proceeds that would have been so received had Tenant maintained the insurance coverage required by Article 6. Unless Tenant terminates this Lease under or exercises the Option pursuant to this Sectionsection, but Lessee does Rent shall not desire xxxxx upon the occurrence of any damage to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor or destruction of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationany Improvements. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. 15.1 Tenant shall promptly notify Landlord in writing of any damage to or destruction of the Premises from any cause whatsoever. 15.2 If the Premises shall be damaged or injured by any cause covered by Landlord’s insurance, Landlord shall either (ai) In to the event extent sufficient insurance proceeds have been received by Landlord, effect the Leased Premises are damaged by firerepair thereof as promptly as reasonably possible, explosion delays beyond Landlord’s control excepted, and this Lease shall remain in full force and effect or any other casualty which cannot be restored by Lessor to its original condition within ninety (90ii) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right notify Tenant that Landlord elects to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) no later than 180 days after the date of written notice from Lessee of the casualty, damage or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice injury to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is Under no circumstances shall Landlord be required to replace or elects to repair the Leased Premises as herein provided, Lessee shall replace its Tenant’s stock in trade, fixtures, furniture, furnishings, floor coverings equipment, leasehold improvements or other such items. 15.3 If during the period following any damage to or destruction of the Premises, Tenant shall be deprived of the occupancy of any portion of the Premises, the Fixed Rent and equipmentany Additional Payments payable hereunder shall be proportionately adjusted corresponding to the time during which and to the portion of the Premises of which Tenant shall be deprived. 15.4 In the event of any termination of this Lease pursuant to the provisions of this Article, Landlord and Tenant shall thereupon be released from any further liability hereunder, except that each party hereunder shall remain liable for all obligations and liabilities of such party under this Lease, which have arisen on or prior to such date of termination, including, but not by way of limitation, Tenant’s liability for the payment of the Fixed Rent and Additional Payments.

Casualty. (a) In the event that, as a result of a casualty insured against by the Leased Premises Port Authority under the New York standard form of fire insurance policy carried by it on the premises, the premises are damaged by firewithout the fault of the Lessee, explosion its officers, members, employees, customers, guests, invitees or any other casualty which cannot persons who are doing business with the Lessee or who are on the premises with the Lessee's consent, so as to render the premises untenantable in whole or part, then (1) if the Port Authority finds that the necessary repairs or rebuilding can be restored by Lessor to its original condition completed within ninety (90) days after the occurrence of the damage, the Port Authority shall repair or rebuild with due diligence, and the rental hereunder shall be abated, as hereinafter provided in the Section of this Agreement entitled "Abatement of Rental", only for the period from the date occurrence of the damage to the completion of the repairs or rebuilding, whether or not the work of repair or rebuilding is actually completed within the said ninety (90) days; or (2) if the Port Authority finds that such casualtyrepairs or rebuilding cannot be completed within ninety (90) days after the occurrence of the damage, or if the Leased Premises are totally destroyed by such casualtyPort Authority concludes that other than the premises also require rebuilding, then both the Lessee Port Authority shall have options: (i) to proceed with due diligence to repair or to rebuild the premises as necessary; or (ii) to terminate the letting as to the damaged portion of the premises only, and the Lessor have rental hereunder shall be abated as provided in the right Section of this Agreement entitled "Abatement of Rental", from and after the occurrence of the damage, or (iii) to terminate this Lease upon written notice the lettering as to the other party within thirty entire premises; and in the case of (30i) days and (iii), the rental hereunder shall be abated, as provided in the Section of this Agreement entitled "Abatement of Rental", either, as the case may require, for the period from the occurrence of the damage to the completion of repairs and rebuilding of the premises or for the period from the occurrence of the damage to the effective date of such casualtytermination. (b) If The parties do hereby stipulate that neither party elects to so terminate, Lessor shall, within forty-five (45) days the provisions of Section 227 of the date Real Property Law of the casualty, commence actual construction and restoration State of the Leased Premises New York nor those of any other similar statute shall extend or apply to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehiclesthis Agreement. (c) If neither party has elected The Lessee shall give the Port Authority immediate notice in case of any fire, accident or casualty in the premises or elsewhere in the Facility if the occurrence elsewhere in the Facility is known to terminate and Lessor for involves the Lessee, its officers, members, employees, agents, representatives, contractors, or is known to any reason fails to commence the actual construction of them and restoration within forty-five (45) days after the date of written notice from Lessee involves customers, guests or invitees of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If In the casualtyevent of a partial or total destruction of the premises, repairingthe Lessee shall immediately remove any and all of its property and all debris from the premises or the portion thereto destroyed and if the Lessee does not promptly so remove, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders Port Authority may remove the Leased Premises inaccessible by Lessee's customersproperty to a public warehouse for deposit or retain the same in its own possession and sell the same at public auction, in whole or in part, then a proportionate abatement the proceeds of the rent which shall be allowed from applied first to the date when expenses of removal, storage and sale, second to any sums owed by the damage occurred until Lessee to the date Lessor completes its work said proportion Port Authority, with any balance remaining to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears paid to the floor space Lessee; if the expenses of such removal, storage and sale shall exceed the Leased Premises. If Lessor is required or elects to repair proceeds of sale, the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentpay such excess to the Port Authority upon demand.

Casualty. (a) In the event of total or partial destruction of the Building or the Leased Premises are damaged by firefire or other casualty, explosion or any other casualty which cannot Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be restored by Lessor limited to its original condition within ninety (90) days from the date reconstruction of such casualtyof the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above, or 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 totally (a) so destroyed that they cannot reasonably be repaired or rebuilt within one hundred eighty (180) days from the casualty date; (b) destroyed by a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto, after Landlord makes reasonable efforts, to obtain such release, or are 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 (c) if such damage is substantial and occurs during the last twelve (12) of the Lease Term; then, in case of a clause (a) casualty, either Landlord or Tenant may, in the case of a clause (b) casualty, then both Landlord may, or, in the Lessee case of a clause (c) casualty, then Tenant may, upon forty five (45) days’ written notice to the other party, terminate this Lease with respect to matters thereafter accruing, such notice to be given no later than thirty (30) days after such casualty. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph. If neither party terminates this Lease pursuant to this Article 9 and the Lessor have 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 the other party Landlord, delivered to Landlord within thirty ten (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (4510) days after the date expiration of written such 180 day period (as the same may be so extended). Landlord shall give Tenant reasonable advance notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction completion of any repairs and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense required of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so Article 9 and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationArticle 10 below. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In the event the Leased Premises are damaged If damage caused by fire, explosion a fire or any other casualty which cannot be restored by Lessor renders the Building fully or partially untenantable, subject to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right Tenant’s rights to terminate this Lease upon written notice to as set forth in this Section 19, neither the Base Rent nor any other party within thirty (30) days of amounts payable under this Lease will xxxxx for the date of such casualtyperiod during which the Building is wholly or partially untenantable. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of a fire or other casualty renders the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement and the estimated time for the restoration of the rent shall be allowed from Improvements and the Tenant Improvements exceeds the period that will expire on the date when the damage occurred until that is 270 days after the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area occurrence of the space rendered untenantable bears fire or casualty, Tenant may terminate this Lease by the delivery of written notice to Landlord within 15 days following the date on which Landlord notifies Tenant of the estimated time for the restoration of the Improvements. Landlord must provide that estimate within 60 days following the date of the casualty. If a termination of this Lease does not occur in accordance with the foregoing provisions of this Section 19(b), but Landlord fails to complete the restoration of the Improvements by the date that is 60 days after the date of the expiration of the period within which Landlord estimated the restoration would be completed, Tenant may, notwithstanding anything in this Lease to the floor space contrary, terminate this Lease by the delivery of written notice to Landlord at any time following the expiration of that 60-day period, but prior to the date on which Landlord completes the restoration of the Leased Improvements. If a termination of this Lease occurs in accordance with the terms of this Section 19, then Tenant shall cause its insurance carriers to pay to Landlord all proceeds payable in respect of the insurance that Tenant maintains in accordance with the terms of Section 17(a) allocable to the Improvements to the extent not previously disbursed to Landlord in connection with the restoration of the Improvements. Notwithstanding the foregoing, upon any casualty to the Premises allowing Tenant to terminate this Lease pursuant to this Section 19 hereof, Landlord shall have no claim against the business interruption insurance proceeds of Tenant after the date of termination. Excusable Delays shall not extend any of the time periods set forth in this Section 19(b) for more than one hundred eighty (180) days in the aggregate. (c) If fire or other casualty damages the Premises and a termination of this Lease does not occur under subparagraph (b) of this Section 19, so long as Tenant is not in default beyond all applicable grace, notice and cure periods under the terms of this Lease, Landlord shall restore the Improvements to substantially the condition that existed prior to the occurrence of the fire or other casualty; provided, however, that with respect to the Tenant Improvements, Landlord shall only be obligated to restore the Tenant Improvements to the condition reflected in the most recent as-built plans for the Tenant Improvements in Landlord’s possession, unless the casualty occurs prior to completion of the Tenant Improvements, in which event, Landlord shall restore the Tenant Improvements in substantial accordance with the Final Tenant Improvements Plans and Specifications. Landlord and Tenant shall each pursue the restoration required by this subparagraph (c) of this Section 19 with diligence and continuity upon and subject to receipt of the insurance proceeds covering such casualty with the understanding that Tenant shall cause its insurance carriers to pay to Landlord disbursements of the proceeds payable in respect of the casualty insurance for the Improvements that Tenant maintains in accordance with the terms of Section 17(a) above as restoration progresses in order to reimburse Landlord for the costs Landlord reasonably incurs in connection with the restoration of the Improvements. In completing the restoration, Landlord and Tenant shall each comply with all applicable Legal Requirements. In performing their respective restoration obligations, Landlord and Tenant must each restore their respective portions of the Premises so that they comply with Legal Requirements applicable at the time of the restoration and not just the Legal Requirements that were applicable at the time of original construction of the Premises. If Lessor the aggregate amount of those insurance proceeds allocable to the Improvements exceeds the aggregate amount of the costs Landlord reasonably incurs in connection with the restoration of the Improvements, Tenant is required or elects entitled to repair the Leased Premises as herein provided, Lessee shall replace its stock excess. Tenant is responsible for any excess costs incurred by Landlord in trade, fixtures, furniture, furnishings, floor coverings and equipmentrestoring the Improvements.

Casualty. (a) In If the event the Leased Premises are damaged by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration Property shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, damaged or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customersdestroyed, in whole or in part, then by fire or other casualty (a proportionate abatement “Casualty”), Borrower shall (a) give prompt notice of such damage to Lender, and (b) shall cause Mortgage Borrower, at Mortgage Borrower’s option, either (x) promptly commence and diligently prosecute the completion of the rent Restoration (or use commercially reasonable efforts to cause the Condominium acting through the Condominium Board, to do so) so that the Property resembles, as nearly as possible, the condition the Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement, or (b) prepay the Mortgage Loan in whole (even if such prepayment occurs prior to the Lockout Release Date), in which case no Prepayment Premium (as defined in the Mortgage Loan Agreement) shall be allowed from due; provided, however, that in the date when event Mortgage Borrower elects to prepay the damage occurred until Mortgage Loan in whole as provided in the date Lessor completes its work said proportion foregoing clause (b) of this Section 6.2, then Borrower shall prepay the Loan in whole in which case no Prepayment Premium shall be due. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to be computed on the basis make proof of the relation loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies with respect to any Casualty in which the gross square foot area Net Proceeds or the costs of completing the space rendered untenantable bears Restoration are equal to the floor space of the Leased Premises. If Lessor is or greater than Eight Million Two Hundred Fifty Thousand and No/100 Dollars ($8,250,000) and Borrower shall deliver to Lender all instruments required or elects by Lender to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentpermit such participation.

Casualty. (a) In If the event the Leased Premises are Shopping Center is damaged or destroyed by fire, explosion fire or any other casualty which cannot be restored by Lessor (a “Casualty”) prior to its original condition the Closing for said Shopping Center, then promptly after Seller becomes aware of the damage or destruction, Seller will send Purchaser written notice thereof (the “Damage Notice”). If a Major Individual Casualty (as defined below) occurs, then Purchaser may within ninety the period thirty (9030) days from after the date of the Damage Notice (such casualtyperiod, the “Casualty Review Period”), with the Closing for the affected Shopping Center to be extended (but not beyond the Outside Closing Date), if necessary, to accommodate such Casualty Review Period, elect to terminate this Agreement in writing, in which case Escrow Agent shall refund the Deposit (except for the Independent Consideration) to Purchaser, and both Purchaser and Seller will be relieved of any further obligations hereunder, except for the obligations hereunder which expressly survive termination of this Agreement. (b) If Purchaser does not terminate this Agreement within the 30-day period with respect to such Casualty (or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor Purchaser does not have the right to terminate this Lease upon written notice Agreement because the Casualty is not a Major Individual Casualty), the Closing will proceed in accordance with the terms of this Agreement for the full Purchase Price, notwithstanding the occurrence of such Casualty and Seller will pay or assign to Purchaser at the other party within thirty (30) days Closing, its right, title and interest in and to all insurance proceeds, if any, resulting from the Casualty, and pay Purchaser the amount of the date of such casualty. (b) If neither applicable insurance deductible or self-insurance retention, less reasonable third-party elects out-of-pocket costs actually incurred by Seller to so terminate, Lessor shall, within forty-five (45) days commence and prosecute the repair of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehiclesCasualty. (c) If neither party has elected As used herein, a “Major Individual Casualty” shall be any Casualty or series of Casualties with respect to terminate and Lessor a particular Shopping Center for any reason fails which the aggregate cost of repair, as reasonably determined by Seller, is equal to commence the actual construction and restoration within forty-five or greater than fifteen percent (4515%) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationPurchase Price. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. Borrower shall immediately endorse, and cause all such third parties to endorse, such check payable to the 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) In to hold the event the Leased Premises are damaged by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date balance of such casualty, proceeds with respect to any Significant Casualty to be used to reimburse Borrower for the cost of reconstruction or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days repair of the date of such casualty. Property or (b) If neither party elects subject to so terminatethe immediately following paragraph, Lessor shallto apply such proceeds to the payment of the sums secured by this Instrument whether or not then due, in any order. The expenses incurred by Lender in the settlement, adjustment and collection of any insurance proceeds shall become part of the Debt 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 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 forty-five (45) days one year of the date of the casualtyloss or casualty to the Property, commence actual construction and restoration but in no event later than six months prior to the Maturity Date; (v) less than 30 percent of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes 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 restoration required by Lessee which increases the cost aggregate at least 65% of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration total rentable space at the sole cost and expense of Lessor Property in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days effect as of the date of the casualtyoccurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and repair of the Property; providedand (vii) Lender is reasonably satisfied that the Property can be restored and repaired as nearly as possible to the condition it was in immediately prior to such casualty and in compliance with all applicable zoning, howeverbuilding and other laws and codes (the "PRE-EXISTING CONDITION"). If Lender elects to make the insurance proceeds available for the restoration and repair of the Property, Borrower agrees that, if Lessor notifies Lessee that it intends to terminate this Lease under this Sectionat any time during the restoration and repair, but Lessee does not desire to do so the cost of completing such restoration and elects to exercise an unexercised option to renew this Lease repair, as determined by giving written notice to Lessor Lender, exceeds the undisbursed insurance proceeds, Borrower shall, immediately upon demand by Lender, deposit the amount of such election within excess with Lender, and Lender shall first disburse such thirty (30) day perioddeposit 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 Lender to reimburse Borrower for the cost of restoration and repair of the Property, then Lessor 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 no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement all of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion right, title and interest of Borrower in and to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears any insurance policies and unearned premiums thereon and in and to the floor space of proceeds resulting from any damage to the Leased Premises. If Lessor is required Property prior to such sale or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentacquisition.

Casualty. (a) In 15.01. If the event Demised Premises shall be damaged by fire or other casualty, then unless Landlord shall elect to terminate the Leased Term as provided in Section 15.02, Landlord shall repair and restore the Demised Premises to the extent that proceeds of casualty insurance are available therefor and promptly after receipt of such insurance proceeds. To the extent the Demised Premises shall have been rendered untenantable by such damage, Rent shall xxxxx until Landlord has completed such repair and restoration. 15.02. If the Demised Premises are damaged by fire, explosion fire or any other casualty which cannot in the last twelve (12) months of the Term, if at any time the Demised Premises shall be restored rendered substantially untenantable by Lessor to its original condition within ninety (90) days from the date of such fire or other casualty, or if the Leased Building shall be so damaged by fire or other casualty that substantial restoration shall, in Landlord’s judgment, be required (whether or not the Demised Premises shall have been damaged by such fire or other casualty), then in any such event Landlord may elect to terminate the Term by giving Tenant notice within 120 days after the date of such fire or other casualty. 15.03. If the Demised Premises are totally destroyed rendered substantially untenantable by such casualtyfire or other casualty in the last twelve (12) months of the Term, then both the Lessee and the Lessor have the right Tenant may elect to terminate this Lease upon written the Term by giving Landlord notice to the other party within thirty twenty (3020) days of the date of such fire or other casualty. (b) . If neither party elects to so terminate, Lessor shall, at any time Landlord has not repaired or restored the Demised Premises within forty-five (45) 120 days of the date of the any fire or other casualty, commence actual construction and restoration subject to extensions of the Leased Premises up to its original condition and proceed with ninety (90) days due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restorationto causes beyond Landlord’s reasonable control, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected then Tenant may elect to terminate and Lessor for any reason fails to commence the actual construction and restoration Term by giving Landlord notice within forty-five twenty (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (4520) days after such commencement, then Lessee shall 120-day period as such period may have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualtybeen extended; provided, however, that if Lessor Landlord notifies Lessee Tenant that it intends to terminate this Lease under this Sectionthe anticipated date of completion of such repair and restoration will be a date after the aforesaid deadline, but Lessee does not desire to do so and elects then the time for Tenant to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no its right to terminate this Lease under this Section and 15.03 shall promptly commence and diligently complete the restorationexpire twenty (20) days after Landlord’s notice is given. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In If the event the Leased Premises are damaged by fire, explosion fire or any other casualty which or the elements to the extent that, in the judgment of Landlord, the damage cannot be restored by Lessor repaired within one hundred twenty (120) days, or if the Building is so damaged that Landlord shall decide to its original condition within ninety (90) days from demolish, rebuild or reconstruct the Building, this Lease shall, at the option of Landlord, terminate as of the date of such casualty, and Tenant shall immediately surrender the Premises to Landlord and pay Rent up to the date of such surrender. If this Lease is not so terminated, Landlord shall, within a reasonable time, rebuild or if repair the Leased Premises are totally destroyed to substantially the same condition in which they existed prior to such damage; provided, however, Xxxxxxxx’s obligation hereunder shall be limited to the insurance proceeds available, and paid, 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 such casualty, then both the Lessee or for Tenant and the Lessor have Personal Property of Tenant. After any casualty to the right 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 upon written notice any damage or destruction to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) occurring during the last final two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationTerm. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In Prior to the event Closing, and notwithstanding the Leased Premises are damaged pendency of this Agreement, the entire risk of loss for damage by fireearthquake, explosion flood, landslide, fire or any other casualty which canshall be borne and assumed by Seller, except as otherwise provided in this Section 6.1. If, prior to the Closing, any part of the Real Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Seller shall immediately notify Buyer of such fact. If such damage or destruction is “material”, Buyer shall have the option to terminate this Agreement upon notice to Seller given not be restored by Lessor to its original condition within ninety later than ten (9010) days from after receipt of Seller's notice. For purposes of this Section 6.1, “material” shall be deemed to be any damage or destruction where the date costs of such casualtyrepair or replacement is estimated to be One Hundred fifty Thousand Dollars ($150,000.00), or if more. If Buyer does not exercise this option to terminate this Agreement, or the Leased Premises are totally destroyed by such casualtycasualty is not material, then both the Lessee and the Lessor neither party shall have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the rightAgreement, but not the obligation, to: (1) perform the restoration at the sole cost Seller shall assign and expense of Lessor in which event the insurance proceeds shall be either paid turn over to Lessee from any escrow otherwise reimbursed by Lessor to LesseeBuyer, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee Buyer shall be entitled to exercise receive and keep all insurance proceeds payable to it with respect to such destruction and the remedies set forth parties shall proceed to the Closing pursuant to the terms hereof without modification of the terms of this Agreement and without any reduction in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein the Purchase Price provided that Buyer shall be in furtherance, and not in limitation, of all other rights of Lessee under entitled to a credit against the Lease or at law or in equity; or (3) Purchase Price in the amount of the deductible with respect to the applicable insurance coverage, or if such casualty is uninsured, Buyer shall be entitled to a credit for the cost to repair or restore the same (but in no event the Leased Premises are damaged shall Seller be required to provide a credit in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may $150,000). If Buyer does not elect to terminate this Lease upon written notice 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 6.1, this Agreement shall terminate, all rights and obligations hereunder of each party shall be at an end (except those matters which are specifically stated in this Agreement to survive the termination) and the Escrow Holder is hereby instructed to return promptly to the other within thirty (30) days of party which placed such items into Escrow all funds and documents which are held by the Escrow Holder on the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationtermination. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In the event any of the Leased Premises Improvements are damaged rendered untenantable by firefire or other casualty, explosion provided Tenant has sufficient insurance proceeds available to Landlord to restore the premises or Tenant provides sufficient funds to Landlord within Sixty (60) days of the lire or other casualty to restore the premises, then Landlord shall restore the premises using the insurance proceeds or Tenant funds. In the event any of the Improvements are rendered untenantable by fire or other casualty. and there are no or insufficient insurance proceeds available to Landlord to restore the premises; within Sixty (60) days of the fire or other casualty or tenant fails to provide sufficient funds within Sixty (60) days of the tire or other casualty to Landlord for Landlord to restore the premises, then Landlord shall have the option of terminating this Lease or rebuilding, ;md in such event written notice of the election by Landlord shall be given to tenant within Seventy Five (75) days after the occurrence of such casualty. In the event Landlord elects to rebuild, (I) Landlord shall not be obligated to rebuild the Tenant's or any other casualty Tenant Improvements; and (2) the affected portions of the Premises shall be restored, as nearly as practicable in Landlord's reasonable judgment, to their former condition, exclusive of Tenant Improvements, within a reasonable time, during which cannot be restored by Lessor time no payment of rent or other sum due hereunder from Tenant to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee Landlord shall xxxxx unless and the Lessor until Tenant's space shall have the right to terminate this Lease upon written notice to the other party within continued untenantable for at least thirty (30) days after (and as a result of) such casualty. In the event (i) Landlord fails to give timely notice of the date its election to rebuild. or (u) Landlord fails to rebuild so that Tenant's Improvements can be replaced within six (6) months of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days the term of the date of the casualty, commence actual construction this Lease shall then expire and restoration of the Leased Premises to its original condition this Lease and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration all options and rights under it shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free of no further force or effect and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee Landlord shall be entitled to exercise sole possession of the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherancePremises, and Landlord shall not in limitation, be obligated to reimburse the Tenant for the value or cost of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairingits improvements, or rebuilding shall render the Leased Premises untenantable, for any expense or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole damage incident to such casualty or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentsuch election.

Casualty. (a) Lessee shall give the Lessor prompt written notice of any damage by fire or other casualty to the Demised Premises. In the event that the Demised Premises, including the Existing Building, shall be partially damaged by fire or other casualty which does not render the Existing Building materially unusable by Lessee for the Permitted Use, in the reasonable judgment of the Lessee, the damage shall be repaired by Lessee. Lessee shall receive and utilize all available insurance proceeds to repair the Demised Premises, as promptly and practicably as is reasonably possible to substantially the condition as existed prior to the casualty. (b) In the event that the Leased Premises Demised Premises, including the Existing Building and/or other improvements, are destroyed or totally damaged by fire, explosion fire or any other casualty which cannot be restored render the Building and such other improvements substantially unusable by Lessor to its original condition within ninety (90) days from the date of such casualtyLessee, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor shall have the right to elect to either rebuild and restore or terminate this Lease upon written notice to the other party Lessor within thirty ninety (3090) days of after such destruction. In the date of such casualty. (b) If neither party elects to event that this Lease shall so terminate, Lessor shallthe insurance proceeds, within forty-five (45) days as to the Existing Building, shall be equitably apportioned between the parties by mutual agreement, or otherwise in the manner contemplated by and with application of the date of considerations set forth above as to a total condemnation. In the event that this Lease shall not so terminate, or that Lessee shall elect to rebuild or restore the Existing Building, Lessee shall receive and utilize the insurance proceeds to rebuild and restore the Demised Premises, including the Existing Building as promptly and practicably as reasonably possible to substantially the design and condition as existed prior to the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence Notwithstanding the actual construction and restoration within forty-five (45) days after the date foregoing provisions of written notice from Lessee of the casualtythis Paragraph, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then in all events where Lessee shall have repair, rebuild or restore the right, but not the obligation, to: (1) perform the restoration at the sole cost Demised Premises and expense of Lessor in which event the insurance proceeds are insufficient to pay the entire cost thereof, Lessee shall not be either paid required to Lessee from any escrow otherwise reimbursed by Lessor pay the deficiency, if prior to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess commencement of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then work Lessee shall be entitled to exercise notify Lessor of the remedies set forth deficiency in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherancewriting, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Leasealternative, Lessor or Lessee may elect to terminate this Lease upon written notice Lease. Lessor and Lessee agree to reasonably modify the other within thirty (30) days of work to be undertaken in order to allow the date of completion thereof with the casualty; provided, however, if Lessor notifies Lessee that it intends insurance proceeds to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible be received by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In the event the Leased Premises are damaged by fire, explosion Tenant shall deliver written notice to Landlord of any fire or any other casualty damage to the Premises promptly following the date Tenant becomes aware of such damage. Rent shall xxxxx proportionately as to the portions of Premises which cannot be restored are rendered Untenantable by Lessor the damage to its original condition the Premises which is caused by any such fire or casualty until the Casualty Completion Date, as defined below. If a fire or other casualty renders the Premises Untenantable, in whole or in part, and the reasonable estimated time for the restoration of the Premises exceeds fourteen (14) months after the date of the occurrence of the fire or casualty, Tenant may terminate this Lease by the delivery of written notice of termination to Landlord within ninety (90) days from following the date on which Landlord notifies Tenant (the “Estimate Notice”) of the estimated time and proposed schedule for the restoration of the damaged portion of the Premises (including, without limitation, the commencement date and the completion date of such restoration work). Landlord shall provide the Estimate Notice to Tenant within ninety (90) days following the date of such casualtythe fire or other casualty (the “Estimate Notice Delivery Deadline”). If Tenant does not timely elect to terminate the Lease by delivering a written notice of termination to Landlord within ninety (90) days following Tenant’s receipt of the Estimate Notice, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor Tenant shall have the no further right to terminate this Lease upon based on the estimated time and proposed schedule for the restoration of the damaged portion of the Premises. If a termination of this Lease does not occur in accordance with the foregoing provisions of this Section 19(a), but Landlord fails to commence restoration of the damaged portion of the Premises within sixty (60) days following the date of commencement set forth in the Estimate Notice and complete the restoration (subject only to minor punch list items) of the Premises by the date that is sixty (60) days after the estimated date of completion of the restoration of the Premises as set forth in the Estimate Notice, subject to Force Majeure Delays (such date being called the “Casualty Completion Date”), Tenant may terminate this Lease by the delivery of written notice to Landlord at any time following the other party within thirty Casualty Completion Date, but prior to the date on which Landlord completes (30subject only to minor punch list items) days the restoration of the damaged portion of the Premises. If Landlord fails to deliver the Estimate Notice to Tenant by the Estimate Notice Delivery Deadline, Tenant may elect to terminate this Lease at any time prior to the date Landlord delivers the Estimate Notice to Landlord by delivering a written notice of such casualtytermination to Landlord. (b) If neither party elects fire or other casualty damages the Premises and a termination of this Lease does not occur, (i) subject to so terminatethe subparagraphs of this Section 19(d) which follows below, Lessor shallLandlord shall restore the damaged portion of the Premises to substantially the condition that existed prior to the occurrence of the fire or other casualty on or before the Casualty Completion Date, within forty-five subject to Force Majeure Delays and to the completion of minor punch list items, which restoration Landlord shall diligently pursue; and (45ii) days to the extent that the Premises are rendered Untenantable, in whole or in part, following such fire or other casualty, Rent hereunder for the period the Premises are Untenantable (not to exceed the period of time between the date of the casualty, commence actual construction fire or other casualty and the date upon Landlord’s restoration work is Substantially Complete) shall be abated or reduced to such extent as may be equitable under all of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehiclescircumstances. (c) If neither party has elected Landlord shall not be responsible pursuant to terminate this Section 19 for repairing any Alterations unless (i) Tenant requests that Landlord undertake such repairs, and Lessor for any reason fails (ii) Tenant pays all costs and expenses required to commence the actual construction and restoration within forty-five make such repairs unless such Alterations are insured by Landlord or required to be insured by Landlord pursuant to Section 18(b)(i) above. (45d) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds Tenant shall be either paid responsible for the payment of any insurance deductible pursuant to Lessee from any escrow otherwise reimbursed by Lessor this Section 19, not to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of exceed the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth Deductible Limit. (e) Notwithstanding anything contained in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice Section 19 to the other within thirty (30) days of the date of the casualty; providedcontrary, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor Tenant shall have no right to terminate this Lease under this Section and Landlord shall promptly commence and diligently complete have no obligation to restore the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement damaged portion of the rent shall be allowed Premises if Landlord does not receive deductible payments from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock Tenant in trade, fixtures, furniture, furnishings, floor coverings and equipmentaccordance with Section 19 above.

Casualty. (a) In If, during the event Sublease Term, the Leased Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty, Sublessee shall immediately notify Sublessor and Master Lessor of the existence and extent of such damage. If the Sublease is not terminated as provided in paragraph (b) below, Master Lessor is obligated to repair the Demised Premises as provided in EXHIBIT F, and Sublessor shall have no liability to Sublessee with respect to such repairs. If the Demised Premises are damaged by fire, explosion rendered untenantable in whole or any in part as a result of a fire or other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both all rent accruing after the Lessee occurrence of any such fire or other casualty and the Lessor have the right to terminate this Lease upon written notice prior to the other party within thirty (30) days completion of the date repair of the Demised Premises by Master Lessor as provided in EXHIBIT F will be equitably and proportionately abated to reflect the untenantable portion of the Demised Premises. Notwithstanding the foregoing, Sublessee's rent will only be abated if and to the extent Sublessor's rent under the Master Lease is abated as provided in EXHIBIT F. Sublessor will not be liable to Sublessee for any inconvenience or interruption to Sublessee's business occasioned by such casualtyfire or other casualty or the concomitant repair of the Demised Premises. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Demised Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation by fire or other casualty and foundation) during such damage would give Sublessor as "Tenant" the last two (2) years of right under EXHIBIT F to terminate the Term of the Master Lease, Lessor or Lessee may elect Sublessee shall also have the option to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease Sublease by giving written notice to Lessor Sublessor within twenty (20) days after receipt from Sublessor of Master Lessor's notice of intent to repair such election damage. If Sublessee shall not respond within such thirty (30) 20-day period, then Lessor Sublessee shall be conclusively deemed to have no waived the option to terminate hereunder. If the Sublessor as "Tenant" would have the right under EXHIBIT F to terminate the Master Lease following damage or destruction to the Building, regardless whether or not the Demised Premises is damaged, Sublessor shall also have the option to terminate this Lease under this Section and shall promptly commence and diligently complete Sublease by giving written notice to Sublessee within the restoration. (d) time period provided in EXHIBIT F for termination notice to Master Lessor. If Master Lessor elects to terminate pursuant to the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement terms of the rent Master Lease set forth in EXHIBIT F, Sublessor shall be allowed from give prompt notice thereof to Sublessee and this Sublease shall terminate as of the same date when as the damage occurred until the date Lessor completes its work said proportion to be computed Master Lease terminates. If notice of termination is given by either party or Master Lessor, this Sublease shall terminate on the basis of same date as the relation which Master Lease would terminate if the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises option under EXHIBIT F were exercised by Sublessor as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment"Tenant" thereunder.

Casualty. (a) In If the event the Leased Premises are damaged by fire, explosion fire or any other casualty which or the elements to the extent that, in the judgment of Landlord, the damage cannot be restored by Lessor repaired within one hundred twenty (120) days, or if the Building is so damaged that Landlord shall decide to its original condition within ninety (90) days from demolish, rebuild or reconstruct the Building, this Lease shall, at the option of Landlord, terminate as of the date of such casualty, and Tenant shall immediately surrender the Premises to Landlord and pay Rent up to the date of such surrender. If this Lease is not so terminated, Landlord shall, within a reasonable time, rebuild or if repair the Leased Premises are totally destroyed to substantially the same condition in which 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 such casualty, then both the Lessee or for Tenant and the Lessor have Personal Property of Tenant. After any casualty to the right 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 upon written notice any damage or destruction to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) occurring during the last final two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationTerm. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (aA) In the event the Leased Premises are damaged by fire, explosion whole or any part of the Building is damaged or destroyed during the Lease Term by fire or other casualty which cannot (“Casualty”), such that it amounts to twenty five percent (25%) or more of the then replacement cost of the Building, this Lease may be restored terminated at the election of Lessee, provided that notice of such election is delivered to Lessor within sixty (60) days after the occurrence of the Casualty. If Lessee so terminates this Lease, (i) Lessee shall, only if requested by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party in writing within thirty (30) days of notice of election to terminate, raze any designated remaining portion of the date Building, remove all debris, and grade and landscape the Land, and (ii) Lessee shall, in any event and at Lessee’s cost and expense, fully implement and complete any Remedial Work (as hereinafter defined) necessary to remove or remediate any Lessee Hazardous Materials (as hereinafter defined) in full compliance with all Environmental Laws (hereinafter defined). The insurance proceeds payable as a result of such casualty. Casualty shall be paid as follows: (bi) If neither party elects first, to so terminatepay to Lessor any Unpaid Construction Costs; (ii) next, Lessor shall, within forty-five (45) days to reimburse Lessee for the costs and expenses of the foregoing work; (iii) next, to pay any Leasehold Mortgagee all amounts due and owing to it under its loan documents, (iv) next, to the Lessor to pay all Rent due and owing until the expiration date of the casualtythen current Original Term or Renewal Term, commence actual construction and restoration of as the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lesseecase may be, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in other sums due under this Lease; (2v) seek specific performance next, to require Lessor Lessee to commence reimburse Lessee for the unamortized value of the Building and diligently complete their restorationXxxxxx’s FF&E; and (3vi) terminate this Lease upon thirty (30) days written notice the balance remaining to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein ; and the parties shall be in furtherancereleased hereunder, each to the other, from all liability and obligations thereafter arising. (B) Unless the Casualty shall have been caused by the grossly negligent acts or omissions of Lessor, Lessee shall not in limitation, be entitled to any compensation or damages from Lessor for the loss of all other rights the use of Lessee under the Lease whole or at law any part of the Building and/or for any inconvenience or in equity; annoyance occasioned by any such damage or destruction. (3C) in In the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may shall not elect to terminate this Lease upon written notice as provided in Section 9(A) above, Lessee shall, within one (1) year of such Casualty, fully repair or reconstruct the Building to the other within thirty (30) days its condition as of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationTerm Commencement Date. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) Except as hereinafter provided, if any of the Improvements shall be damaged or destroyed by fire or any other casualty covered by a standard policy of fire and extended coverage insurance, as required pursuant to Section 4.5 hereof, Lessee shall thereafter commence and diligently prosecute to completion, at Lessee's sole expense, the repair or rebuilding of the Improvements or portion thereof which was damaged, in a good and workmanlike manner, in accordance with plans and specifications satisfactory to Lessee and Lessor, which Lessor shall not unreasonably disapprove, provided that the Improvements upon completion of such repair or rebuilding shall have a value which is not substantially less than the value of the Improvements immediately prior to the damage or destruction. All proceeds remaining after payment of the costs of collection and recovery, if any ("Net Proceeds") shall be paid over to Lessee to fund the costs of repair and rebuilding. (b) In the event that either (i) the Leased Premises are damaged by fire, explosion damage or destruction with respect to any other casualty building ("Building") which is a part of the Improvements is so extensive that it cannot be rebuilt, restored by Lessor to its original condition or repaired as required in Section 12.1(a) within ninety one hundred twenty (90120) days from after such occurrence, as determined by Lessee in its reasonable judgment or (ii) any such damage or destruction occurs during the date last two years of such casualty, or if the Leased Premises are totally destroyed by such casualtyterm of this Lease, then both the Lessee and the Lessor shall have the right to terminate this Lease upon with respect to the damaged or destroyed Building, but no other part of the Premises, by giving written notice thereof to the other party Lessor within thirty sixty (3060) days after the occurrence of such damage or destruction and such termination will be effective retroactively as of the date of such casualty. (b) If neither party elects to so terminatedamage or destruction; provided that, Lessor shall, within forty-five (45) days if the Building which suffered such damage or destruction is the main hospital building located on Tract 1 of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencementPremises, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice thereof to Lessor within sixty (60) days after the occurrence of such election within damage or destruction and such thirty (30) day periodtermination will be effective retroactively as of the date of such damage or destruction. In addition, if any Building is materially damaged or destroyed by any casualty not covered by the standard policy of fire and extended coverage insurance, then Lessor shall have no right Lessee may terminate this Lease effective as of the date of such damage or destruction by giving the other party written notice thereof within sixty (60) days after the occurrence of such damage or destruction. If Lessee exercises its option to terminate this Lease under this Section and in part on account of damage or destruction to a Building, the parties shall promptly commence thereafter execute an amendment to this Lease which shall provide that such Building will be excised from the Premises, and diligently complete that Rent will be proportionately and equitably reduced. In the restoration. (d) If the casualtyevent of a termination of this Lease, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, either in whole or in part, then a proportionate abatement pursuant to Section 11.1(b), the Net Proceeds of insurance shall be paid over to Lessor, except that Lessee shall be entitled to receive such portion of such proceeds which represents the amount allocable to the value of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, leasehold improvements made by Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentLessee's Personal Property.

Casualty. (a) In 11.1 If the event the Leased Premises are totally destroyed by fire or other casualty, provided neither Lessor nor Lessee were responsible for the casualty, both Lessor and Lessee shall have the option of terminating this Lease upon giving written notice at any time within thirty (30) days from the date of such destruction, and if the Lease be so terminated, all rent shall cease as of the date of such destruction and any prepaid rent and other payments shall be immediately refunded to Lessee. 11.2 If such Premises are substantially damaged by firefire or other casualty, explosion or totally destroyed thereby and neither party elects to ter- minate this Lease within the provisions of Section 11.1 above or Section 11.3 below, or the Building or the Premises are not substantially destroyed or damaged by fire or other casualty, to the extent certain of the business of Lessee can reasonably be conducted therein, then Lessor agrees, at Lessor's sole cost and expense, to restore the Premises to a kind and quality substantially similar to that immediately prior to such destruction or damage. Said restoration shall be commenced within a reasonable time and completed without delay on the part of Lessor and in any other casualty which cannot event shall be restored by Lessor to its original condition accomplished within ninety (90) days from the date of the fire or other casualty. In such case, all rents and other payments paid in advance shall be proportioned as of the date of damage or destruction and all rent there- after accruing shall be equitably and proportionately suspended and adjusted according to the nature and-extent of the destruction or damage, pending completion of rebuilding, restoration or repair, except that in the event the destruction or damage is so extensive as to make it unfeasible for Lessee to conduct Lessee's business in the Premises, the rent shall be completely abated until the Premises are timely restored by Lessor as provided herein, or until Lessee resumes use and occupancy of the Premises, whichever shall first occur. The Lessor shall not be liable for any inconvenience or interruption of business of the Lessee occasioned by fire or other casualty, unless Lessor was a contributing cause. 11.3 If Lessor undertakes to restore, rebuild or if repair the Leased Premises are totally destroyed Premises, and such restoration, rebuilding or repair is not accomplished within ninety (90) days, and such failure does not result from causes beyond the control of Lessor, Lessee shall have the option to complete the repairs and restoration at Lessor's expense and be reimbursed by such casualtyLessor or reduce the rentals by said costs of repairs and restoration, then both the or Lessee and the Lessor have has the right to terminate this Lease upon by written notice to the other party Lessor within thirty (30) days after expiration of the date of such casualty. said ninety (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (3090) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In A. If, at any time during the event Term, the Leased whole or any part of the Premises are or access thereto is damaged by fire, explosion fire or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both Commission and/or the Lessee and the Lessor Tenant shall have the right to terminate this Lease upon Lease, by giving written notice thereof to the other party hereto within thirty (30) days of after the date of such fire or casualty. If either party gives such notice, the lease shall terminate, effective fifteen (15) days after the mailing of such notice. B. Upon termination, Tenant shall have no further obligation to pay any base Rent or Additional Rent under this Lease which accrue after the date of such termination. In no event, however, shall such termination be deemed to modify or limit Tenant’s obligations and agreements pursuant to Article 9 hereof. C. If the Premises or any part thereof or all reasonable access thereto are damaged by fire or other casualty, and such damage, in the Commission’s sole discretion, materially interferes with Tenant’s use of the Premises as contemplated by this Lease, and this Lease is not terminated in accordance with Section 10.1 A., then: (b1) If neither party elects The Tenant shall repair any and all casualty damage to so terminateits property and to any and all of the Tenant’ s Improvements and fixtures located on the Premises, Lessor shalland shall return such property and fixtures to the condition existing immediately prior to said casualty. All such repairs shall comply with the TAA process. The Tenant shall use its best efforts to cause repairs and restoration to be made within a reasonable period of time after such casualty occurs, within forty-five but in the event that any portion of the Premises remain untenantable after three (453) days months of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee Commission shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid option to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days prior written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to performnotice. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in In the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation Tenant completes all repairs and foundation) during restoration within the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of day notice period, this Lease will not terminate. (2) The Commission shall use reasonable diligence to restore the date of Premises to substantially the casualtysame condition as existed immediately prior to such fire or other casualty within a reasonable time, subject to any delays beyond the Commission’s control; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor the Commission shall have no right obligation to terminate this Lease under this expend for such repairs and restoration any amount in excess of any net insurance proceeds received; that the Commission’s obligation to repair and restore shall not include those repairs required of the Tenant pursuant to Section and shall promptly commence and diligently complete the restoration10.1 C. (1). (d3) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement A just proportion of the rent Base Rent and Additional Rent as determined by the Commission shall xxxxx proportionately for the period in which, by reason of such damage, there is such interference with the Tenant’s use of the Premises. D. In the event the Premises shall be allowed damaged by fire or other casualty resulting from the date when act of neglect of Tenant, its agents, contractors, employees or invitees, and this Lease shall not be terminated by the damage occurred until Commission as a result of such damage, Tenant shall not be released from any of its obligations hereunder including without limitation its duty to pay the date Lessor completes its work said proportion to be computed on Base Rent and the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required Additional Rent without abatement or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentreduction.

Casualty. (a) The risk of loss or damage or destruction to the Premises by fire or other casualty is assumed by Seller until the Closing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any such loss or damage. In the event the Leased Premises are damaged by fire, explosion of fire or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor Seller shall have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that notify Purchaser whether it intends to terminate this Lease under this Sectionrebuild the Premises, but Lessee does not desire if Seller shall fail to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor notify Purchaser of such its election within such thirty (30) day period, period Seller shall be deemed to have elected not to rebuild. If Seller elects (or is deemed to have elected) not to repair or replace any such loss or damage to the Premises then Lessor Purchaser shall have no right the option of declaring this Contract of Sale terminated within thirty (30) days of Seller's election not to rebuild, in which event Seller or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other; provided that if neither party shall have elected to terminate this Lease under Contract as aforesaid then Purchaser shall close title in accordance with this Section Contract and shall promptly commence pay in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and diligently complete the restoration. (d) If the casualtyaccepting an assignment, repairingwithout recourse, or rebuilding shall render the Leased Premises untenantableof Seller's rights, or in a condition which renders the Leased Premises inaccessible by Lessee's customersif any, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to any payments to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears made under any applicable hazard insurance policies, if any, together with any payments under such policies made to Seller prior to the floor space Closing not expended to repair or replace such loss, damage or destruction and Seller shall credit to Purchaser the amount of the Leased Premisesany insurance deductible. If Lessor is required or Seller elects to repair or replace any such loss or damage, Seller shall be entitled to reasonable adjournments of the Leased Closing Date in which to perform the work, not exceeding one hundred twenty (120) days in the aggregate. If Seller elects to repair or replace any such loss or damage to the Premises and if such loss or damage is not repaired (substantial completion thereof) prior to the Closing Date, as herein providedadjourned by Seller pursuant to this Paragraph, Lessee Purchaser shall have the option of: (a) declaring this Contract of Sale terminated, in which event Seller or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract of Sale and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other or (b) closing title in accordance with this Contract of Sale and paying in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace its stock such loss, damage or destruction; provided that if Purchaser shall have failed to timely make an election it shall be deemed to have chosen (b) above. Notwithstanding the foregoing, if the cost of the repairs and replacements is less than $25,000, as determined by an independent third party professional chosen by Seller and acting reasonably, Purchaser shall close title with a credit against the purchase price in tradesuch amount which shall not exceed $25,000 and Seller shall retain the rights to the insurance proceeds, fixturesif any, furniture, furnishings, floor coverings and equipmentin respect of such casualty. This Paragraph shall govern to the extent inconsistent with any applicable law.

Casualty. (a) In the event of total or partial destruction of the Leased Premises are damaged by firefire or other casualty, explosion or any other casualty which cannot Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be restored by Lessor limited to its original condition within ninety (90) days from the date reconstruction of such casualtyof the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above and any alterations approved by Landlord pursuant to Section 7.03 above, Exhibit B or Exhibit E, if any. Minimum Annual Rent and Annual Rental Adjustment (collectively, “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 totally (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 to rebuild the Leased Premises; then Landlord shall give written notice to Tenant of such determination (the “Casualty Notice”) within sixty (60) days of such casualty, then both the Lessee and the Lessor have the right to . Either Landlord or Tenant may terminate this Lease upon effective as of the date of such casualty by giving written notice to the other party within thirty (30) days after Landlord’s delivery of the date of such casualty. Casualty Notice. If Landlord does not deliver the Casualty Notice, but Landlord fails to either (ba) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of substantially complete the date of the casualty, commence actual construction restoration and restoration repair of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. within two hundred ten (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45210) days after the date of written notice from Lessee the occurrence of such casualty (subject to extension for Force Majeure and any delay caused by Tenant’s acts or omissions) or (b) commence the restoration and repair of the casualty, or commences Leased Premises within such time period but fails to complete the actual construction and restoration within forty-five one hundred eighty (45180) days after the date of the occurrence of such commencementcasualty, then Lessee Tenant shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; providedLandlord, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving long as Tenant’s written notice is delivered to Lessor Landlord prior to Landlord’s delivery of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders substantially completed to Tenant. Tenant waives any right under applicable laws inconsistent with the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement terms of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentthis paragraph.

Casualty. (a) In 18.1.1 If during the event Term the Leased Project or the Premises are damaged in whole or in part by firean insured casualty (“Casualty''), explosion Landlord shall notify Tenant within 45 days after Xxxxxxxx’s discovery of such Casualty as to the amount of time Landlord reasonably estimates it will take to restore the Project or any other casualty which cannot be restored by Lessor the Premises, as applicable (the "Restoration Period"). If the Restoration Period is estimated to its original condition within ninety (90) days exceed 12 months from the date of such casualtythe Casualty occurs (the "Maximum Restoration Period"), or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have Casualty has rendered the right Premises unfit for its intended purpose, Landlord may, in such Notice, elect to terminate this Lease upon written notice as of the date that is 75 days after the date of discovery of such damage; provided that if Landlord does not elect to the other party terminate this Lease, then notwithstanding Landlord's election to restore, Tenant may elect to terminate this Lease by Notice to Landlord delivered within thirty (30) days of receipt of a Notice from Landlord estimating that the date Restoration Period for the Premises will be longer than the Maximum Restoration Period. Unless either party timely elects to terminate this Lease, Landlord shall, subject to receipt of such casualtysufficient insurance proceeds promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds or from Force Majeure. 18.1.2 Tenant shall be solely responsible, at its sole expense, for all repairs and restoration to the Premises due to Casualty not required to be performed by Landlord. Rent shall recommence once Landlord has (a) restored the Project and the Building Systems serving the Premises to a commercially reasonable condition, and (b) If neither has obtained such occupancy permits as required to allow Tenant to conduct its business operations from the Premises. 18.1.3 Either Landlord or Tenant may, by giving the other party elects at least 90 days prior Notice, terminate this Lease prior to so terminate, Lessor shall, within forty-five (45) days the commencement of any restoration activities by Landlord if the Premises are damaged during the last 18 months of the date Term and Landlord reasonably estimates that it will take more than 120 days to repair such damage 18.1.4 This Section 18.1 constitutes an express agreement between Landlord and Tenant with respect to damage to all or any part of the casualtyPremises, commence actual construction and restoration or any other portion of the Leased Premises Project, and applicable Laws with respect to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, damage or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee destruction shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid no application to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, sets forth the entire understanding and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years agreement of the Term of the Lease, Lessor or Lessee may elect parties with respect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationmatters. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In If the event the Leased Premises are Project shall be damaged by fire, explosion fire or any other casualty which canand (i) the risk is covered by insurance carried or required to be carried by Landlord hereunder (whether or not actually maintained by Landlord) and the cost of repairing such damage shall not be restored greater than fifty percent (50%) of the then full replacement cost thereof, or (ii) the damage results from a risk not covered by Lessor insurance maintained or required to its original be maintained (whether or not actually maintained by Landlord) pursuant to this Lease to an extent less than twenty percent (20%) of the replacement cost of the Project, or (iii) Tenant has the right to terminate this Lease as provided below and does not terminate this Lease, then, subject to the following provisions of this Article, Landlord shall repair the Project (including all leasehold improvements in the Premises) to the condition prior to the casualty. If repairs are not commenced within ninety (90) days from of the date casualty, diligently prosecuted thereafter, or substantially completed within two hundred seventy (270) days after the commencement of such casualtyrepairs, Tenant may terminate this Lease by giving written notice to Landlord or Tenant may restore and offset the costs of restoration, plus interest at the Default Interest Rate, against Rent. The Rent required to be paid hereunder shall be abated in proportion to the portions of the Premises, if any, which are rendered untenantable by fire or other casualty hereunder until repairs of the Project are completed, or if the Leased Premises Project are totally destroyed not repaired, until the termination date hereunder. Notwithstanding the foregoing, if the Project is damaged by such casualtyfire or other casualty to an extent greater than twenty percent (20%) of the then full replacement cost thereof resulting from an act of war, then both the Lessee and the Lessor Landlord shall have the right to terminate this Lease upon by giving written notice to the other party Tenant. If Landlord fails to give Tenant such written notice within thirty (30) days of following the date occurrence of such casualty. , then Landlord shall repair the Project as set forth above. If the Project shall be damaged (a) by fire or other casualty not covered by insurance maintained or required to be maintained (whether insured or not) by this Lease to an extent greater than twenty percent (20%) of the replacement cost of the Project, or (b) If neither party elects the damage results from a risk covered by insurance maintained or required to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required be maintained by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of an extent greater than fifty percent (50%) percent of the then full replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Leasethereof, Lessor or Lessee then Tenant may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of Landlord; if Tenant fails to deliver such election notice within such thirty (30) day perioddays following the occurrence of such casualty, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.Landlord shall

Casualty. (a) In the event the Leased Premises are shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by fireTenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, explosion and Landlord thereafter shall diligently prosecute said work to completion without delay or any other casualty which interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be restored by Lessor expected to its original condition be substantially completed within ninety (90) 180 days from the date of such casualtydamage, or if (b) the damage to the Leased Premises are totally destroyed by such casualtyis so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) months of the Term, or (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 both the Lessee and the Lessor have the right either party may elect to terminate this Lease upon by giving written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects . Furthermore, notwithstanding the foregoing, in no event shall Landlord’s obligation to so terminaterepair, Lessor shallrestore, within forty-five (45) days of the date of the casualtyreplace, commence actual construction and restoration of or rebuild the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in exceed the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to complete the restoration and if Lessor fails extent the Leased Premises cannot be occupied due to promptly reimburse Lessee then Lessee such casualty (“Untenantable Premises”), there shall be entitled to exercise an abatement of Base Rent due Landlord by Tenant for the remedies set forth in this Lease; period of time commencing on the date of such casualty and continuing until the earlier of (2a) seek specific performance to require Lessor to commence and diligently complete their restoration; the day that Tenant re-occupies the Untenantable Premises, or (3b) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, following the completion of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationLandlord’s repair obligation as above stated. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In the event the Leased Premises are damaged by fire, explosion If all or any other part of the Aircraft shall be damaged or destroyed by casualty which cannot is insured or required to be restored by insured under this Lease, Lessee shall promptly notify the Lessor thereof, and shall, with reasonable promptness and diligence, rebuild, replace and repair any damage or destruction to the Aircraft, at its original expense, in conformity with the requirements of this Lease, in such manner as to restore the same to the same or better condition within ninety (90) days from the date of as existed prior to such casualty, using materials of the same or better grade than that of the materials being replaced, and there shall be no abatement of Basic Rent or Additional Rent. Proceeds of casualty insurance of $100,000.00 or less shall be paid to Lessee. Proceeds in excess of $100,000.00 shall be held by Lessor or a proceeds trustee (which may be Lender, an escrow or title company, or a bank or trust company designated by Lessor) and paid to Lessee, but only against certificates of Lessee, appropriate lien waivers and such other information reasonably required by Lessor or the proceeds trustee delivered to Lessor from time to time, but not more frequently than once per calendar month, as such work or repair progresses. Each such certificate shall describe the work or repair for which Lessee is requesting payment and the cost incurred by Lessee in connection therewith and stating that Lessee has not theretofore received payment for such work and has sufficient funds remaining to complete the work free of liens or claims. Any proceeds remaining after Lessee has repaired the Aircraft shall be delivered to Lessee No payment shall be made to Lessee if the Leased Premises are totally destroyed by such there exists any Event of Default under this Lease. If Lessee is not required to restore after a casualty, then both the Lessee this Lease shall nevertheless remain in full force and the effect, with no abatement of Basic Rent or Additional Rent, except that Lessor shall have the right to terminate this Lease upon written by notice to the other party Lessee if Lessee does not agree to restore within thirty sixty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (4560) days after the date of written notice from Lessee of the casualty, or commences within such time period if Lessee agrees to restore but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire diligently proceed to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationso. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In If, at any time after the event date of this Agreement and prior to Closing or earlier termination of this Agreement, the Leased Premises are Real Property or any material portion thereof is damaged or destroyed by fire, explosion fire or any other casualty which cannot be restored by Lessor causing a Material (as defined below) loss or damage (a “Casualty”), the Sellers shall give written notice of each Casualty to its original condition within ninety (90) days from the date Purchaser promptly after the occurrence of such casualtyCasualty, or if and then the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor Purchaser shall have the right to terminate this Lease upon elect, by providing written notice to the other party Sellers within thirty (30) days after the Purchaser’s receipt of the date Sellers’ written notice of such casualty. Casualty, to (bi) If neither party elects terminate this Agreement in its entirety, or (ii) proceed to so terminateClosing, Lessor shallwithout terminating this Agreement in any respect, within forty-five in which case the Sellers shall (45A) days provide the Purchaser with a credit against the Purchase Price in an amount equal to the applicable insurance deductible plus any uninsured amount of the date reasonably estimated repair or restoration cost, and (B) transfer and assign to the Purchaser all of the Sellers’ right, title and interest in and to all proceeds from all casualty, commence actual construction business interruption, and restoration of lost profits insurance policies maintained by any Seller with respect to the Leased Premises Real Property, except those proceeds specifically payable in connection with and allocable to its original condition business interruption and proceed with due diligence until completedlost profits and costs incurred by any Seller for the period prior to the Closing. Any changes in If the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason Purchaser fails to commence the actual construction and restoration within forty-five (45) days after the date of provide written notice from Lessee of its election to the casualty, or commences Sellers within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencementperiod, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds Purchaser shall be either paid deemed to Lessee from any escrow otherwise reimbursed by Lessor have elected to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess proceed to Closing pursuant to clause (ii) of this preceding sentence. If the insurance proceeds Closing is scheduled to complete occur within the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon Purchaser’s thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein day election period, the Closing Date shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of postponed until the date which is five (5) Business Days after the expiration of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.election

Casualty. (a) In a. If, after the event date hereof, the Leased Demised Premises are is damaged by fire, explosion enemy action, or any other casualty which canshall result in a significant interference with the conduct of Tenant's business at the Demised Premises and Mortgagee is so notified in writing by Tenant (such damage being hereafter called "damage"), Mortgagee shall, at its option, repair or restore the Demised Premises. In the event Mortgagee elects to repair or restore the Demised Premises, there shall be a fair and proportionate abatement of all rent payable hereunder according to the time during which, and the portion or extent to which, the Demised Premises may not be restored used by Lessor Tenant. b. In the event Mortgagee shall elect to its original condition within ninety repair or restore the damage, Mortgagee shall notify Tenant in writing of the time required to repair or restore. In the event Mortgagee shall notify Tenant that such time shall exceed one hundred eighty (90180) days from the date of such casualtyoccurrence of the damage, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right Tenant may elect to terminate this Lease upon by written notice to the other party Mortgagee within thirty (30) days of receiving Mortgagee's notice, time being of the essence. Tenant's failure to timely exercise this option to terminate shall be deemed a waiver of this option. In the event Mortgagee shall not substantially complete the repairs by the 210th day following the date of such casualtythe damage, Tenant may upon written notice to Mortgagee terminate this Lease. In the event Tenant fails to exercise this option by the 215th day following the date of the damage, time being of the essence, Tenant shall be deemed to have waived its option to terminate. (b) c. If neither party elects Mortgagee shall elect not to so terminaterepair or restore the damage, Lessor shall, within forty-five (45) days this Lease shall terminate as of the date of the casualty, commence actual construction and restoration occurrence of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehiclesdamage. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In a. If the event the Leased Premises are damaged by firefire or other casualty, explosion Tenant shall promptly notify Landlord and Landlord shall repair the damaged portions of the Premises (but not any of Tenant's property therein or any other casualty which cannot be restored improvements or alterations made by Lessor to its original condition within Tenant), except that if (i) in Landlord's reasonable judgment, the damage would require more than ninety (90) days from of work to repair, (ii) the date insurance proceeds (excluding rent insurance) which Landlord anticipates receiving must be applied to repay any mortgages encumbering the Building or are otherwise inadequate to pay the cost of such casualtyrepair, or if (iii) damage occurs during the Leased Premises are totally destroyed by such casualtylast year of the Term and Tenant has failed to exercise any renewal rights then available to Tenant, then both the Lessee and the Lessor Landlord shall have the right to terminate this Lease upon written by so notifying Tenant, which notice shall specify a termination date not less than fifteen (15) days after its transmission. if Landlord is so required to repair, the work shall be commenced and completed with due diligence, taking into account the time required for Landlord to procure insurance proceeds, and construction delays due to shortages of labor or material or other causes beyond Landlord's reasonable control. b. During the period when Tenant shall be deprived of possession of the Premises by reason of such damage, Tenant's obligation to pay Base Rent under Section 5 and Operating Expense Allowance under Section 6 shall xxxxx in the proportion which the damaged area of the Premises bears to the other party entire Premises. c. Notwithstanding anything in this Section 11 to the contrary, if Landlord does not restore the Premises or the affected portion to tenantability within thirty two hundred seventy (30270) days of the date of after such casualty. (b) If neither party elects , Tenant may then terminate this Lease, retroactive to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. 13.1 Lessee to Rebuild or Repair. --------------------------- (a) In If during the event the Leased Premises are damaged by fire, explosion Term all or any other part of the Project shall be destroyed or damaged, the Lessee shall promptly notify the Lessor and the Purchaser, and at the Lessee's sole cost and expense (whether or not the insurance proceeds hereinafter mentioned are sufficient for the purpose) the Lessee may at its option rebuild, restore, replace and repair the same to such condition as shall be reasonable in view of the nature of the casualty which canand the then intended use of the Project by Lessee. Except as provided in Section 13.1(b) hereof, if the Lessee shall not elect to so restore the Project, the Lessee shall purchase for cash the remaining portion of the Project, and such purchase shall be restored by Lessor made as of the first day of the first month occurring subsequent to its original condition within ninety sixty (9060) days from after the effective date of such casualty, or if . The Lessee shall deliver to the Leased Premises are totally destroyed by such casualty, then both the Lessee Lessor and the Lessor have the right to terminate this Lease upon written notice to the other party within Purchaser at least thirty (30) days before such date a certificate signed by an Authorized Lessee Representative to the effect that such damage or destruction has occurred and stating whether or not the Lessee is exercising its option to restore the Project. If the Lessee shall not elect to so restore the Project, the Purchaser shall proceed to purchase the remaining portion of the date of Project on the terms set forth in Section 12.2(b). If the Lessee shall elect to restore the Project, the Lessee shall promptly begin and diligently proceed with such casualtyrestoration. (b) So long as the Bond has not been paid in full, the Lessee shall file with the Lessor and the Purchaser a certificate stating that such rebuilding, restoration, replacement and repair has been completed and certifying the cost thereof. If neither party elects there shall remain any balance of such insurance proceeds, the Lessee shall apply the balance to so terminate, Lessor shall, within forty-five (45) days the prepayment of the date Bond. In lieu of the casualtyrebuilding, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free replacement and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee may apply the entire amount to the purchase of the Project on the terms set forth in Section 12.2(b). Notwithstanding any other provision hereof, if all or any part of the Project shall replace its stock be destroyed or damaged after the Bond has been paid in tradefull, fixtures(i) Lessee shall have no obligation to effect the repair or restoration of the Project and (ii) Lessee may elect by written notice to Lessor to terminate this Lease, furniture, furnishings, floor coverings and equipmentin which event Lessee shall have no further liability hereunder.

Casualty. (a) In If, at any time during the event Term, the Leased whole or any part of the Premises are or access thereto shall be damaged by fire, explosion fire or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor Commission shall have the right to terminate this Lease upon Agreement, by giving written notice thereof to the other party Tenant within thirty (30) days of after the date of such fire or casualty, specifying the effective date of the termination. (b) Upon termination, Tenant shall have no further obligation to pay any Rent under this Agreement that accrues after the effective date of such termination. In no event, however, shall such termination be deemed to modify or limit Tenant’s obligations and agreements pursuant to Article 10 hereof. (c) If neither party elects the Premises or any part thereof or all reasonable access thereto shall be damaged by fire or other casualty, and such damage, in the Commission’s reasonable discretion, materially interferes with Tenant’s use of the Premises as contemplated by this Agreement, and this Agreement shall not be terminated in accordance with Section 11.1, then: 1. Tenant shall repair any and all casualty damage to so terminateits property and to any and all of Tenant’ s Improvements and fixtures located on the Premises, Lessor shalland shall return such property and fixtures to the condition existing immediately prior to said casualty. All such repairs shall comply with Article 7. Tenant shall use all reasonable efforts to cause repairs and restoration to be made as expeditiously as possible, within forty-five but in the event that any portion of the Premises remains untenantable after three (453) days months of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee Commission shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid option to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease Agreement upon thirty (30) days days’ prior written notice. In the event Tenant completes all repairs and restoration within such thirty-day notice to Lessor without waiving Lessee's right to damages for Lessor's failure to performperiod, this Agreement shall not terminate. 2. The rights granted herein Commission shall be in furtheranceuse reasonable diligence to restore the Premises to substantially the same condition as existed immediately prior to such fire or other casualty within a reasonable time, and not in limitation, of all other rights of Lessee under subject to any delays beyond the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualtyCommission’s control; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor the Commission shall have no right obligation to terminate this Lease under this expend for such repairs and restoration any amount in excess of any net insurance proceeds received; and provided, further, that the Commission’s obligation to repair and restore shall not include those repairs required of Tenant pursuant to Section 11.2(c)(1). 3. The Rent payable hereunder with respect to Tenant’s affected Premises shall be paid up to the time of such damage and shall promptly commence and diligently complete thereafter be abated equitably in proportion as the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement part of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased total Premises until such time as herein provided, Lessee such affected Premises shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentbe restored adequately for Tenant’s use.

Casualty. If the Property is damaged by casualty prior to the Closing and either (i) the casualty is insured (subject to the applicable deductible) and results in loss or damage in an amount valued greater than One Hundred Fifty Thousand Dollars ($150,000.00); (ii) the casualty is uninsured and results in loss or damage in an amount valued greater than Twenty Five Thousand Dollars ($25,000.00); or (iii) the nature of such casualty results in a circumstance whereby a Tenant under the Tenant Leases may terminate its Tenant Lease, then Buyer, in its sole and absolute discretion, shall have the sole option to elect either to: (a) In acquire the event Property as is (without reduction in the Leased Premises are damaged Purchase Price), plus an assignment from Seller without recourse or credit of any insurance proceeds payable by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date virtue of such casualtyloss or damage (including, without limitation, any business or rental interruption proceeds) plus a credit for any deductible under said policy if the Leased Premises are totally destroyed by such casualtycasualty is insured. If the casualty is uninsured, then both Buyer shall receive a credit for the Lessee and uninsured loss in an amount up to Twenty Five Thousand Dollars ($25,000.00); or (b) terminate the Lessor have the right to terminate entirety of this Lease Agreement upon written notice to Seller, in which event the other party entire Deposit shall be promptly returned to Buyer, and if the casualty was uninsured, Seller shall reimburse Buyer for its actual out of pocket expenses incurred in connection with this Agreement up to a maximum of Twenty Five Thousand and No/100 Dollars ($25,000.00), and the parties thereafter shall have no further obligations, except those which expressly survive termination of this Agreement. Seller’s reimbursement obligation hereunder shall survive the termination of this Agreement. Such right must be exercised within thirty (30) days from earlier of the date Seller provides Buyer with notice of the loss or the event giving rise to such right or the date of Buyer’s knowledge of the casualty. . If Buyer fails to provide notice of an election, then Buyer shall have been deemed to elect (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehiclesabove. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In the event the Leased Premises are damaged by fire, explosion If all or any portion of the Premises becomes untenantable or inaccessible by fire or other casualty which to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, but in no event later than ninety (90) days following the date of such Casualty, shall cause a general contractor selected by Landlord to provide Landlord with a written estimate of the amount of time required, using standard working methods, to substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the 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 Common Areas restored by Lessor to its original the condition immediately prior to the Casualty within ninety one hundred eighty (90180) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualtyCasualty, then both the Lessee and the Lessor either party shall have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate 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 to the other party within ninety (90) days after the date of the casualtyCasualty, 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 Lessor notifies Lessee that it intends terminates the leases of all other tenants of the Building similarly affected by such Casualty, and (c) Tenant shall have the right to terminate this Lease under this Sectionif the Premises or any Common Areas necessary to provide access to the Premises are not restored within two hundred ten (210) days from the date of the Casualty (subject to extension due to any events of Force Majeure for a period not to exceed thirty (30) days), but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving upon thirty (30) days’ prior written notice to Lessor Landlord, provided that if such restoration is completed on or before the expiration of such election within such thirty (30) day period, then Lessor such termination shall have no right to terminate be deemed null and void and this Lease under 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 and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part14, then a proportionate abatement Tenant shall pay to Landlord (by assignment or otherwise) the insurance proceeds paid or payable to Tenant under the policy(ies) referred to in Section 13.02(b) on account of the rent damage to or loss of the Leasehold Improvements in the Premises; however, from any such proceeds actually received by Tenant, Tenant shall be allowed from entitled to retain any amount up to the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis depreciated amount of the relation which the gross square foot area Excess Tenant Work Costs after deduction of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentAllowance.

Casualty. If the entire leased property or any part thereof is damaged or destroyed by fire or other casualty, to the extent of twenty-five (25%) per cent or more of the leased property, LANDLORD may, at its option, terminate the lease or restore the leased property. If less than twenty-five (25%) per cent casualty, TENANT shall repair, and the Lease shall remain in full force and effect. If LANDLORD so elects to terminate, TENANT may, either (a) In exercise its option to purchase; (b) terminate the event the Leased Premises are damaged by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days thereof by written notice thereof, payment to LANDLORD of all rents and charges then due or which are required to satisfy the debts incurred by LANDLORD for benefit of the date TENANT, and payment to all governmental bodies of such casualty.taxes and assessments then due or owing; or (c) restore the Leased Property and continue the Lease. In the event of damage or destruction of twenty-five (25%) percent or more of the leased property, then distribution of the proceeds shall be as follows: (a) If LANDLORD rebuilds, the proceeds shall be paid to LANDLORD therefor (and any excess proceeds shall be payable to TENANT subject to the rights of the Mortgagees); (b) If neither party elects to so terminateTENANT rebuilds, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration then proceeds shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles.to TENANT therefor; (c) If neither party has elected TENANT exercises its option to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencementbuy, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration.TENANT; (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in partLease terminates and TENANT doesn't exercise its option to buy, then a proportionate abatement of the rent proceeds shall be allowed from paid first to Mortgagees to reduce the date when the damage occurred until the date Lessor completes its work said proportion debt, then to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentLANDLORD.

Casualty. (a) In If, between the event date hereof and the Leased Premises are damaged Closing, there shall occur a fire or other casualty resulting in the damage or destruction of fifty percent (50%) or more of the floor space of Citigroup Center (a "Major Casualty"), Purchaser shall have the right, exercisable by firegiving written notice to Seller within ten (10) days after receiving written notice of such fire or other casualty, explosion to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except such obligations which expressly survive the termination of this Agreement. If, between the date hereof and the Closing, there shall occur a fire or other casualty affecting all or any part of the Unit or any other casualty which cannot be restored by Lessor portion of Citigroup Center other than a Major Casualty, neither Seller nor Purchaser shall (except as specifically provided to its original condition within ninety the contrary in subsection (90b) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor below) have the right to terminate this Lease upon written notice Agreement, and in such event, or in the event of a Major Casualty as to which Purchaser shall not exercise the termination option contained in the first sentence of this subsection, then (i) the parties shall proceed to Closing without reduction of or offset against any amounts payable hereunder or any other claim against the other, (ii) at the Closing, Seller shall (x) pay over to Purchaser the proceeds of any insurance collected by Seller less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction, all of which costs incurred by Seller shall be a Purchaser Consent Action and (y) assign and transfer to Purchaser, subject to the other party within thirty (30) days terms of the date Condominium Declaration, all right, title and interest of Seller in and to any uncollected insurance proceeds which Seller may be entitled to receive from such casualtydamage or destruction and (iii) the parties hereto shall cooperate in all reasonable respects in order to effectuate such intent. The provisions of this Section 16 shall survive the Closing for a period without expiration. (b) If neither party elects In addition to so terminateand supplementing the provisions of subsection (a) above, Lessor shall, within forty-five (45) days the following provisions of this subsection shall be applicable if a fire or other casualty resulting in the damage or destruction of the Unit shall occur between the date hereof and the Closing (whether or not such fire or other casualty constitutes a Major Casualty): (i) If more than 44.4% of the casualtyCitibank Leased Premises (i.e., commence actual construction 195,000 rentable square feet) is damaged or destroyed and if the estimated period (the "Estimated Repair Period") for the completion of the required repair and restoration of the Leased Premises to Unit, as determined in accordance with the provisions of subsection (b)(vi) below, exceeds 720 days from the Casualty Repair Period Commencement Date (as hereinafter defined), Seller shall have the absolute and unconditional right at its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected option to terminate and Lessor for any reason fails this Agreement by notice given to commence the actual construction and restoration within forty-five Purchaser not later than fifteen (4515) business days after the date of written notice from Lessee Estimated Repair Period is so determined. If the damage or destruction of the casualtyUnit occurs prior to the Breakpoint Date (as hereinafter defined), the "Casualty Repair Period Commencement Date" shall, for the purposes of this subsection (b), be the earlier to occur of the Breakpoint Date or commences within such time period but fails the Closing Date, and if the damage or destruction shall occur on or subsequent to complete the actual construction and restoration within forty-five Breakpoint Date, the "Casualty Repair Period Commencement Date" shall, for the purposes of this subsection (45) days after such commencementb), then Lessee be the date upon which the damage or destruction shall have the rightoccurred. The term "Breakpoint Date", but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth as used in this Lease; subsection (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein b), shall be in furtherancemean July __, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration2001. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In the event If the Leased Premises are damaged by fire, explosion earth- -------- quake or any other casualty which other than caused by the acts or omissions of the Lessee or Lessee's employees, agents, invitees, or customers, to the extent that the ordinary business of the Lessee cannot reasonably be conducted therein and if such damage cannot be restored or is not within reasonable diligence, repaired by the Lessor to its original condition within ninety (90) days from the date happening of such casualty, or if the Leased Premises are totally destroyed by such casualtyinjury, then both the either Lessor or Lessee and the Lessor shall have the right to terminate option of terminating this Lease upon by written notice delivered to the other party within thirty (30) days following the happening of the date of such casualty. (b) said injury. If neither party either Lessor or Lessee elects to so terminateterminate this Lease as aforesaid, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction Lessee shall immediately vacate and restoration surrender possession of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, that if the Lessor notifies Lessee that it intends elects to terminate this the Lease under this Section, but Lessee does not desire and damage to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantableis not in excess of twenty-five (25%) percent, Lessee has the option to make repairs and deduct costs of such repairs from rental payments or in a condition which renders otherwise be reimbursed by the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent Lessor for such repairs and Lessee shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion not have to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of vacate the Leased Premises. If neither Lessee nor Lessor is required or elects to repair terminate this Lease, or if the Leased Premises are not damaged to the extent that the damage unreasonably interferes with the conduct of the Lessee's ordinary business, Lessor shall proceed with said repairs with all reasonable diligence. If the damage and repairs to the Leased Premises do not unreasonably interfere with the business being conducted by the Lessee, there shall be no reduction in rent. In all other events, the rent shall be proportionately abated to the degree that Lessee's use of the Leased Premises is impaired by the damages to the Leased Premises. Should the damage to the Leased Premises be so extensive as herein providedto render the Leased Premises untenable and both parties elect not to terminate the lease then, rent payments hereunder shall cease until the Leased Premises shall be repaired by the Lessor. Nothing in this Lease shall make Lessor liable for any compensation or damage, by reason of such interruption of Lessee's business through any such casualty, destruction or damage or arising from the necessity of repairing any portion of the Leased Premises affected by such damage. Proceeds from insurance on the building in which the Leased Premises are situated and for improvements and betterments in the Leased Premises shall be paid to the Lessor upon the occurrence of any loss for repair of the Leased Premises or if this Lease is terminated in accordance with the terms of this paragraph 14, shall be used for whatever purpose the Lessor shall determine except that, if the damage to the Leased Premises is not in excess of twenty-five (25%) percent, and the Lessee elects to make the repairs, the insurance proceeds attributable to those repairs shall be paid to the Lessee for payment of all such repairs. In addition, that portion of the insurance proceeds specifically attributable to the personal property and fixtures belonging to the Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentbe paid to the Lessee. No losses shall be adjusted without the approval of Lessor.

Casualty. (a) The risk of loss or damage or destruction to the Premises by fire or other casualty is assumed by Seller until the Closing, but, except as specifically set forth in this Paragraph, Seller shall not be obligated to repair or replace any such loss or damage. In the event the Leased Premises are damaged by fire, explosion of fire or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor Seller shall have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that notify Purchaser whether it intends to terminate this Lease under this Sectionrebuild the Premises, but Lessee does not desire if Seller shall fail to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor notify Purchaser of such its election within such thirty (30) day period, period Seller shall be deemed to have elected not to rebuild. If Seller elects (or is deemed to have elected) not to repair or replace any such loss or damage to the Premises then Lessor either Seller and/or Purchaser shall have no right the option of declaring this Contract terminated within thirty (30) days of Seller's election not to rebuild, in which event Seller or Purchaser (as the case may be) shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other; provided that if neither party shall have elected to terminate this Lease under Contract as aforesaid then Purchaser shall close title in accordance with this Section Contract and shall promptly commence pay in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and diligently complete the restoration. (d) If the casualtyaccepting an assignment, repairingwithout recourse, or rebuilding shall render the Leased Premises untenantableof Seller's rights, or in a condition which renders the Leased Premises inaccessible by Lessee's customersif any, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to any payments to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears made under any applicable hazard insurance policies, if any, together with any payments under such policies made to Seller prior to the floor space of the Leased PremisesClosing not expended to repair or replace such loss, damage or destruction. If Lessor is required or Seller elects to repair or replace any such loss or damage, Seller shall be entitled to reasonable adjournments of the Leased Closing Date in which to perform the work, not exceeding one hundred twenty (120) days in the aggregate. If Seller elects to repair or replace any such loss or damage to the Premises and if such loss or damage is not repaired (substantial completion thereof) prior to the Closing Date, as herein providedadjourned by Seller pursuant to this Paragraph, Lessee Purchaser shall have the option (to be exercised within ten (10) days of Seller's notice thereof to Purchaser) of: (a) declaring this Contract terminated, in which event Seller or Purchaser shall instruct Escrow Agent to refund to Purchaser, with the interest earned thereon, the Downpayment whereupon this Contract and all rights of Purchaser hereunder and to the Premises shall terminate and neither Seller nor Purchaser shall have any further claim against the other or (b) closing title in accordance with this Contract and paying in full the Purchase Price, without any abatement thereof or claim against Seller for such loss or damage, and accepting an assignment, without recourse, of Seller's rights, if any, to any payments to be made under any applicable hazard insurance policies for work not yet completed, together with any payments under such policies made to Seller prior to the Closing not expended to repair or replace its stock such loss, damage or destruction; provided that if Purchaser shall have failed to timely make an election it shall be deemed to have chosen (b) above. Notwithstanding the foregoing, if the cost of the repairs and replacements is less than $25,000, as determined by an independent third party professional chosen by Seller and acting reasonably, Purchaser shall close title with a credit against the purchase price in tradesuch amount which shall not exceed $25,000 and Seller shall retain the rights to the insurance proceeds, fixturesif any, furniture, furnishings, floor coverings and equipmentin respect of such casualty. This Paragraph shall govern to the extent inconsistent with any applicable law.

Casualty. (a) In If Tenant causes material damage to or the event destruction of facilities or improvements located within the Leased Premises are damaged by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualtyPremises, or if facilities or improvements located with the Leased Premises are totally destroyed declared unsafe or unfit for use or occupancy by such casualtya public entity with jurisdiction directly as a result the acts or omissions of Tenant, then both Tenant shall commence repair or replacement of the Lessee improvements as required or permitted under this section as soon as practical, but no later than 90 days after the 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 Lessor 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 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 reasonable satisfaction of the 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 are not suitable for the Business Objective, Tenant shall have the right option to terminate this Lease upon by delivering written notice to District within 60 days following the other party within thirty (30) days occurrence of such damage or destruction, in which event this Lease will terminate as of the date specified in Tenant’s notice whereupon neither the District nor Tenant shall have any further liability hereunder, excluding those provisions which are expressly intended to survive the termination or expiration of this Lease. If Tenant does not terminate this Lease 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 promptly repair such casualty. (b) If neither party elects damage and destruction and restore the Site to so terminate, Lessor shall, within forty-five (45) days the condition existing prior to such damage and destruction. Rent will xxxxx during restoration and repair of the date Premises in direct proportion to the percentage of the casualtyPremises which is unusable by Tenant, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for as determined by the LesseeDistrict. During such restoration, Lessor shall keep District has no obligation to restore or repair the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow Premises following a casualty except only as otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. In case during the Term all or any substantial part -------- of the Building (ai.e. require greater than nine (9) In the event the Leased Premises are months to rebuild) is damaged by fire, explosion fire or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty"Substantial Casualty"), then both the Lessee and the Lessor have the right to terminate this Lease upon written shall, except as hereinafter provided terminate at Landlord or Tenant's election, which may be made by notice given to the other party within thirty (30) days after the casualty, which notice of termination shall specify the effective date of termination which shall not be more than sixty (60), days after the date of notice of such termination. In such event the Fixed Rent and additional rent shall be abated as of the date of such casualty. (b) If neither party elects . In the event of any fire or casualty to the Building, unless the Lease is so terminateterminated, Lessor Landlord shall, within fortyas 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-five (45) days of 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, commence actual construction if such damage is not repaired and restoration 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 Leased Premises insurance proceeds, Tenant, within five days from the expiration of such nine month period or from the expiration of any extension thereof pursuant to its original condition and proceed with due diligence until completed. Any changes in the restoration required terms hereof, may terminate this Lease by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restorationnotice to Landlord, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) specifying a date not more than 10 days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed notice on the basis of the relation which the gross square foot area term of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.this

Casualty. (a) In the event If the Leased Premises are damaged by fire, explosion or any part thereof shall be damaged or destroyed by fire or other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, and if the estimated cost of rebuilding, replacing, and repairing the same shall exceed the limits of the insurance policy required in paragraph 13(a), Lessee shall promptly notify Lessor thereof; and (whether or if not such estimated cost shall exceed the insurance policy limits Lessee shall, with reasonable promptness and diligence, rebuild, replace, and repair any damage or destruction to the Leased Premises, at its expense, in conformity with paragraph 11(a), in such manner as to restore the same to an economic unit having a fair market value not less than the fair market value of the Leased Premises are totally destroyed by immediately prior to such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualtydamage or destruction. (b) If neither party elects Notwithstanding the provisions of paragraph 14(a), if the Leased Premises shall be substantially damaged or destroyed in any single casualty so that the Leased Premises shall be unsuitable for restoration for Lessee’s continued use and occupancy in Lessee’s business, then, at Lessee’s option and in lieu of rebuilding, replacing, or repairing the Leased Premises as provided herein, Lessee may give notice to so terminate, Lessor shallLessor, within forty-five (45) 30 days after the occurrence of such damage or destruction, of Lessee’s intention to terminate this Lease on any business day specified in such notice which occurs not less than 60 nor more than 120 days after the giving of such notice by Lessee. This Lease shall terminate on such termination date, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such date, upon payment by Lessee of all installments of Basic Rent and other sums then due and payable under this Lease to and including such termination date. Lessor shall on such date pay over or assign all rights to receive the proceeds of any insurance payable in connection with such damage or destruction to Lessor. Lessee shall not be responsible for the casualty, commence actual construction and restoration repair or replacement of the Leased Premises once Lessee has assigned or paid over to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationproceeds. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In the event the Leased Premises are damaged or the Building is destroyed or injured by fire, explosion earthquake or any other casualty which to the extent that more than one-third (1/3) of the Premises are untenantable, then Lessee may terminate this Lease by providing written notice thereof to Lessor within thirty (30) days following such casualty. If Lessee does not terminate this Lease pursuant to the foregoing sentence, Lessor may, at Lessor’s option, proceed with reasonable diligence to rebuild and restore the said Premises or such part thereof as may be injured as aforesaid, provided that within thirty (30) days after such destruction or injury Lessor will notify Lessee of Lessor’s intention to do so, and during the 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 destruction of the Premises, Lessor shall use its best efforts to locate comparable space for Lessee at the fair market rate not to exceed Lessee’s rental rate hereunder. Lessor shall not be liable for any consequential damages by reason of inability, after use of its best efforts, to locate alternative space comparable to the premises leased hereunder. Notwithstanding the foregoing, Lessor shall be obligated to restore any casualty loss required to be insured against hereunder if such restoration can be completed in less than one-hundred twenty (120) days. If any damage is not substantially restored within 120 days following the casualty and Lessee cannot be restored by Lessor to reasonably conduct its original condition within ninety (90) days from business in any material portion of the date of such casualtyPremises in accordance with its usual business operations, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor shall have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualtyLease. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Section 2.02 above, if any. Rent shall proportionately 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 damaged by fire, explosion or any other casualty which (a) so destroyed that they cannot be restored repaired or rebuilt within two hundred ten (210) days from the casualty date; or (b) destroyed by Lessor a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgage entitled thereto or are insufficient to its original condition rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days written notice to the other party, terminate this Lease with respect to matters thereafter accruing. Notwithstanding anything to the contrary contained in this Article 9, in the event that Landlord fails to fully repair, reconstruct or restore the Leased Premises or the Building within ninety two hundred ten (90210) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) !hen Tenant may terminate this Lease upon thirty (30) days written notice and opportunity to Lessor without waiving Lessee's right cure to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationLandlord. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In If the event the Leased Premises are damaged by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration Property shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, damaged or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customersdestroyed, in whole or in part, then by fire or other casualty (a proportionate abatement "Casualty"), Borrower shall give prompt notice of such damage to Lender. In case of a Casualty covered by any of the rent Polices, (a) if an Event of Default has occurred and is then continuing, or if no Event of Default has occurred but Borrower fails to commence to (and thereafter diligently seek to) settle and adjust any claim within thirty (30) days after such Casualty has occurred, Lender (or, after entry of decree of foreclosure, the purchaser at the foreclosure sale or decree creditor, as the case may be) is hereby authorized to settle and adjust any claim under such Policies without the consent of Borrower, or (b) if no Event of Default has occurred, Borrower shall be allowed permitted within thirty (30) days after such Casualty to settle and adjust such claim with the consent of Lender, which consent shall not be unreasonably withheld or delayed; provided, however, that in either case Lender shall, and is hereby authorized to, collect and receive any such Insurance Proceeds; and the reasonable expenses incurred by Lender in the adjustment and collection of such Insurance Proceeds shall be added to the Debt and shall be reimbursed to Lender within ten (10) days after the receipt by Borrower of written demand therefor or, at Lender's option, in the event and to the extent sufficient Insurance Proceeds are available, shall be deducted by Lender from such Insurance Proceeds prior to any other application thereof. Each insurance company which has issued a Policy is hereby authorized and directed to make payment for all losses covered by such Policy to Lender alone, and not to Lender and Borrower jointly. Borrower agrees to execute all documents and make all deliveries reasonably required in order to permit adjustment and payment of insurance proceeds as provided above. If the date when Property shall be damaged or destroyed, in whole or in part, by a Casualty, Borrower shall promptly commence and diligently prosecute the damage occurred until the date Lessor completes its work said proportion to be computed on the basis completion of the relation which the gross square foot area Restoration of the space rendered untenantable bears Property as nearly as possible to the floor space condition the Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4. Borrower shall pay all costs of the Leased Premises. If Lessor is required such Restoration whether or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentnot such costs are covered by insurance.

Casualty. (a) Except as hereinafter provided, if any of the Improvements shall be damaged or destroyed by fire or any other casualty covered by a standard policy of fire and extended coverage insurance, as required pursuant to Section 5.5 hereof, Lessee shall thereafter commence and diligently prosecute to completion the repair or rebuilding of the Improvements or portion thereof which was damaged, in a good and workmanlike manner, in accordance with plans and specifications satisfactory to Lessee and Lessor, which Lessor shall not unreasonably disapprove. If Lessee has obtained a standard policy of fire and extended coverage insurance with respect to the Improvements in an amount equal to 100% of the actual replacement value of the Improvements, then the Improvements upon completion of such repair or rebuilding shall have a value which is not substantially less than the value of the Improvements immediately prior to the damage or destruction. All proceeds remaining after payment of the costs of collection and recovery, including any proceeds received from a prior tenant of the Leased Property resulting from open claims against third parties that arise out of the operation of the Facilities, including any open claims or proceeds of insurance policies related to physical damage and/or repairs to the Improvements, if any (“Net Proceeds”) shall be paid over to Lessee to fund the costs of repair and rebuilding. (b) In the event that either (i) the Leased Premises are damaged by fire, explosion damage or destruction with respect to any other casualty building (“Building”) which is a part of the Improvements is so extensive that it cannot be rebuilt, restored or repaired as required in Section 10.1(a) within 120 days after such occurrence, as determined by Lessor to Lessee in its original condition within ninety (90) days from the date of such casualtyreasonable judgment, or if (ii) any such damage or destruction occurs during the Leased Premises are totally destroyed by such casualtylast two years of the term of this Lease Agreement, then both the Lessee and the Lessor shall have the right to terminate this Lease upon Agreement with respect to the damaged or destroyed Building, but no other part of the Leased Property, by giving written notice thereof to Lessor within 60 days after the other party occurrence of such damage or destruction and such termination will be effective retroactively as of the date of such damage or destruction; provided that, if the Building which suffered such damage or destruction is Teche Regional Medical Center then Lessee shall have the right to terminate this Lease Agreement by giving written notice thereof to Lessor within 60 days after the occurrence of such damage or destruction and such termination will be effective retroactively as of the date of such damage or destruction. In addition, if any Building is materially damaged or destroyed by any casualty not covered by the standard policy of fire and extended coverage insurance, then Lessee may terminate this Lease Agreement effective as of the date of such damage or destruction by giving Lessor written notice thereof within 60 days after the occurrence of such damage or destruction. However, notwithstanding the foregoing, if any Building is materially damaged or destroyed by any casualty not covered by a policy of fire and extended coverage insurance and such coverage is customarily obtained with respect to similarly situated facilities, then Lessee may not terminate this Lease Agreement. (c) If Lessee exercises its option to terminate this Lease Agreement in part on account of damage or destruction to a Building, the parties shall promptly thereafter execute an amendment to this Lease Agreement which shall provide that such Building will be excised from the Leased Property, and that any rent owing hereunder will be proportionately and equitably reduced. Any balance due to Lessee under Section 7 must be returned by Lessor within thirty (30) days of termination. (d) In the event of a termination under this Section 10.1, all insurance proceeds covering any Building or the Facilities’ physical premises shall, to the extent not payable to Lessor, be assigned to Lessor. Furthermore, in the event of termination of this Lease Agreement under this subsection, neither party shall owe any amount of rent as described under Section 4 (including reimbursement of any shortfalls, etc. as described therein) to one another after the effective date of such casualty. (b) If neither party elects termination. Notwithstanding the foregoing, all rent due to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises either Party attributable to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration periods prior to termination under this Section 10 shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationtermination. (de) If In the casualtyevent of a termination of this Lease Agreement, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, either in whole or in part, then pursuant to Section 10.1(b), the Net Proceeds of insurance shall be paid over to Lessee, except that Lessor shall be entitled to first receive such portion of such proceeds which represents the value of Lessor's reversionary interest in the Leased Property; provided, however, in the event of a proportionate abatement casualty described under Section 10.1(b) that occurs within the first 10 years of the rent shall be allowed from Initial Term which would otherwise permit Lessee to terminate the date when Lease Agreement and; provided further, the damage occurred until Net Proceeds are sufficient to rebuild the date Lessor completes its work said proportion to be computed on Buildings or Improvements in the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein providedmanner described herein; then, Lessee shall replace its stock not be entitled to terminate this Lease Agreement but shall be obligated to rebuild such Buildings or Improvements in tradea good and workmanlike manner, fixturesin accordance with plans and specifications satisfactory to Lessee and Lessor, furniturewhich Lessor shall not unreasonably disapprove, furnishings, floor coverings and equipmentprovided that the Buildings or Improvements upon completion of such repair or rebuilding shall have a value which is not substantially less than the value of the Buildings or Improvements immediately prior to the damage or destruction.

Casualty. (a) In the event any casualty to the Leased Premises are damaged by fireProperty occurs prior to Close of Escrow, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety fifteen (9015) days from the date casualty, SELLER shall determine in good faith and give written notice to BUYER ("Casualty Loss Notice") stating (a) whether or not the affected Improvements can be repaired or reconstructed in time to permit completion of all Improvements on or before the Outside Completion Date, and, if not the estimated time required for extension of the Outside Completion Date, and (b) if the full cost of repair or replacement of casualty loss is not fully covered by insurance, whether or not SELLER will complete the repair or reconstruction at its expense. If SELLER timely gives a Casualty Loss Notice stating SELLER's intention to repair or reconstruction the affected Improvements and complete the Improvements and the estimated extension of the Outside Completion Date does not exceed one hundred and eighty (180) days, then this Agreement shall continue in effect, subject to completion of such casualty, Improvements by the extended Outside Completion Date ("Extended Outside Completion Date"). If SELLER fails to timely give a Casualty Loss Notice or if the Leased Premises are totally destroyed by such casualty, then both the Lessee gives a Casualty Loss Notice stating SELLER's decision not to repair or reconstruct and the Lessor have the right its election to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencementAgreement, then Lessee BUYER shall have the right, but not the obligationexercisable by giving notice to SELLER within ten (10) days of SELLER's delivery of its Casualty Loss Notice or failure to timely give notice, toto elect: (1i) perform to give a continuation notice ("Continuation Notice") stating (aa) in the restoration at case the sole cost and expense of Lessor in which event reason for the insurance proceeds shall termination by SELLER was that the repair or reconstruction together with any remaining Improvements cannot be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess completed before expiration of the insurance proceeds Extended Outside Completion Date, BUYER's Agreement to complete extend the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise Extended Outside Completion Date for the remedies estimated period set forth in this Lease; (2) seek specific performance SELLER's Casualty Loss Notice sufficient to require Lessor to commence permit completion of the Improvements, including the repairs and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherancereconstruction, and to continue this Agreement in effect, subject to modification in accordance with the preceding provisions, or (bb) if the reason for SELLER's decision was the casualty loss was not fully insured, BUYER's Agreement to include in limitation, the Development Costs all of all other rights the reasonable costs of Lessee under the Lease repair or at law or in equityrestoration; or (3ii) in the event the Leased Premises are damaged in excess to give a notice of fifty termination of this Agreement (50%) percent of replacement cost "Casualty Termination Notice"). If BUYER does not timely deliver either a Continuation Notice or a Casualty Loss Termination Notice within such ten (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (3010) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor BUYER shall be deemed to have no right agreed to terminate the termination of this Lease under this Section and shall promptly commence and diligently complete Agreement. Notwithstanding the restoration. (d) If the casualtypreceding provisions, repairing, or rebuilding shall render the Leased Premises untenantable, or in any casualty loss suffered as a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement result of the rent activities of BUYER on the Property shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentconsidered a BUYER's Delay.

Casualty. 11.1. In the event that the Improvements, or any portion thereof, are damaged or destroyed by fire or other casualty (a “Casualty”), which is as a result of a negligent or intentional act of Tenant, Tenant shall be obligated to restore the Improvements to substantially the same condition as existed prior to such damage or destruction; provided that if the Casualty (a) In is not as a result of a negligent or intentional act of Tenant, and (b) causes damage to the event Improvements that would cost more than seventy-five percent (75%) of the Leased Premises are damaged by fireoriginal cost of construction to repair, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor Tenant shall have the right to terminate this Lease upon by giving Landlord written notice to the other party within thirty (30) days of the date Casualty. If Tenant is obligated to restore the Improvements, Tenant shall continue to pay Rent as provided in Section 4 during such period and shall be obligated, at its sole cost and expense, to diligently commence and expeditiously pursue the repair of such casualtydamage so as to restore the Improvements to substantially the same condition as existed prior to such damage or destruction. (b) 11.2. If neither party Tenant elects to terminate this Lease, in accordance with Section 11.1, and if Landlord so terminaterequests, Lessor shallTenant shall demolish and remove the Improvements from the Leased Premises, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of place the Leased Premises to its original condition from which such Improvements were removed in a safe and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restorationsanitary condition, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. within one hundred twenty (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45120) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualtyeffective termination date; provided, however, that Tenant shall not be required to expend for such demolition, removal and restoration any amount in excess of any proceeds of insurance payments received by Tenant with respect to the Casualty. Upon completion of such removal, or if Lessor notifies Lessee that it intends removal is not required, Landlord shall be entitled to terminate this Lease all of the proceeds of any insurance policies which have not been applied by Tenant to the cost of any such required demolition, removal and restoration. Tenant’s obligations under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew Section 11 shall survive termination of this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate Lease. 11.3. If Tenant terminates this Lease under this Section 11, the parties’ respective obligations to pay and/or rights to collect the Revenue and Rent due hereunder shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement cease as of the rent shall be allowed from the date when the of such damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentdestruction.

Casualty. (a) In the event of a casualty, LESSOR shall within thirty (30) days from the Leased Premises are damaged by fire, explosion or any other date of such casualty which cangive notice to LESSEE either (i) that LESSOR will rebuild in a time certain stated in said notice (not be restored by Lessor to its original condition within exceed ninety (90) days from the date of such casualtythe casualty notice), or if (ii) that LESSOR will terminate this Lease effective no earlier than sixty (60) days following the Leased Premises are totally destroyed by date of such casualtynotice. In addition to other remedies available to LESSEE, then both the Lessee and the Lessor LESSEE shall have the right to terminate this Lease upon written notice (a) if the casualty is such that the Premises, reasonable access to the other party Premises and any part of the Building or Common Areas reasonably necessary in connection with the use of the Premises cannot be repaired or restored within thirty one hundred twenty (30120) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of from the date of the casualty, commence actual construction and restoration or (b) in the event of the Leased partial destruction of such portion of the Premises or the Building of which it is a part or any Common Areas or facilities serving the same, if LESSEE determines it is not able to economically operate its original condition and proceed with due diligence until completed. Any changes business in the restoration required by Lessee which increases the cost undamaged portion of the restoration Premises available for use, if any, while repairs are being made. Upon termination by LESSEE pursuant to the foregoing, LESSEE shall be paid for have no further liability or obligation to LESSOR hereunder. In the event this Lease is not so terminated, rent and other amounts payable by the Lessee. During such restoration, Lessor LESSEE under this Lease shall keep the parking areas free and clear xxxxx as of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee casualty to the extent the remainder of the Premises is untenantable for the continued economic conduct of LESSEE's business thereon. In the event of termination, all rent and other amounts payable by LESSEE under this Lease shall xxxxx as of the date of casualty. In the event of termination of this Lease by reason of casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee LESSEE shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance recover any prepaid amounts attributable to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of periods following the date of the such casualty; provided, howeverincluding without limitation, prepaid rent, additional rent and security deposit, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationany. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In the event the Leased Premises are Building is damaged by fire, explosion fire or any other casualty which cannot to such an extent that the cost of restoring the same, as reasonably estimated by Lessor, shall be restored by equal to or exceed twenty-five percent (25%) of the replacement value of the Building, exclusive of foundations, as calculated immediately prior to the occurrence of the damage, Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor shall have the right to terminate this Lease upon right, which shall be exercised by written notice to Lessee no later than the other party within thirty sixtieth (3060th) days of day following such damage, to terminate the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of Lease. In the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases event the cost of restoring the restoration Building shall be paid equal to or exceed fifty percent (50%) of such replacement value and if the Premises shall not be reasonably usable for by the Lessee. During such restorationpurpose for which the Premises are leased hereunder, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed exercised by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right no later than the sixtieth (60th) day following such damage, to damages for Lessor's failure to performterminate the Lease. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in In the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate the Lease pursuant to this paragraph, the Lease upon written shall terminate on the thirtieth (30th) day after said notice to and Lessee shall surrender possession of the other within thirty (30) days Premises on such date. Rent shall be apportioned as of the date of termination or, if earlier, the casualtydate on which the Premises become unusable by Lessee by virtue of such damage; provided, however, if Lessor notifies shall have the right to retain any and all Rent paid for periods after the termination date to the extent that Lessee that it intends shall be liable for damage to the Building. If the cost of restoration, as estimated by Lessor, shall be less than twenty-five percent (25%) of the replacement value of the Building, exclusive of foundations, or if, despite the replacement costs, Lessor shall not elect to terminate this Lease under this Sectionthe Lease, but Lessee does Lessor shall restore the Building with reasonable promptness, subject to delays (i) beyond Lessor's control and (ii) in making insurance adjustments between Lessor and Lessor's insurance carrier, it being understood that Lessor need not desire expend more than the insurance proceeds it receives for such restoration. Notwithstanding the foregoing to do so and the contrary, in the event Lessor elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day periodrestore the Building, then Lessor Lessee shall have no right to terminate this Lease under this Section the Lease. Lessor shall not be required to repair fixtures, improvements, alterations and additions owned by made by or paid for by Lessee. In the event the Premises shall promptly commence and diligently complete the restoration. (d) If the be damaged by fire or any other casualty, repairingLessee may abatx Xxxt to the extent the Premises are untenantable; provided, or rebuilding however, Lessee may not abatx xxxt if damage to the Building shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customersbe attributable, in whole or in part, then a proportionate abatement to the act or omission of Lessee or Lessee's agents, servants, employees, visitors or licensees. All insurance proceeds payable under insurance policies carried by Lessor in connection with the rent Building shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis sole property of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein providedLessor, and Lessee shall replace its stock have no right, claim or interest in trade, fixtures, furniture, furnishings, floor coverings and equipmentany proceeds payable under such insurance policies.

Casualty. (a) In the event the Leased Premises are damaged or the Building is destroyed or injured by fire, explosion earthquake or any other casualty which to the extent that more than one-third (1/3) of the Premises are untenantable, then Lessee may terminate this Lease by providing written notice thereof to Lessor within thirty (30) days following such casualty. If Lessee does not terminate this Lease pursuant to the foregoing sentence, Lessor may, at Lessor’s option, proceed with reasonable diligence to rebuild and restore the said Premises or such part thereof as may be injured as aforesaid, provided that within thirty (30) days after such destruction or injury Lessor will notify Lessee of Lessor’s intention to do so, and during the 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 destruction of the Premises, Lessor shall use its best efforts to locate comparable space for Lessee at the fair market rate not to exceed Lessee’s rental rate hereunder. Lessor shall not be liable for any consequential damages by reason of inability, after use of its best efforts, to locate alternative space comparable to the premises leased hereunder. Notwithstanding the foregoing, Lessor shall be obligated to restore any casualty loss required to be insured against hereunder if such restoration can be completed in less than one-hundred twenty (120) days. If any damage is not substantially restored within 120 days following the casualty and Lessee cannot be restored by Lessor to reasonably conduct its original condition within ninety (90) days from business in any material portion of the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the in accordance with its usual business operations. Lessee and the Lessor shall have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualtyLease. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. If, prior to the Closing Date, the Real Property and the improvements thereon shall be destroyed or damaged in an amount in excess of the Material Damage Amount (a) In the event the Leased Premises are damaged as hereinbelow defined), by fire, explosion fire or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises premises of any tenant are totally destroyed damaged as a result of fire or other casualty to such extent that the operations of such tenant are materially impaired, Purchaser shall have the option (to be exercised in the manner hereinafter provided) to terminate this Agreement, in which event all documents shall be returned to the respective parties, and the Deposit shall be promptly returned to Purchaser, and thereupon, this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder, except for any provisions of this Agreement that expressly survive the termination of this Agreement in accordance with the terms of this Agreement. Seller agrees to give Purchaser notice of any fire or other casualty within seventy-two (72) hours after any such event, and Purchaser may exercise such option by delivering written notice to Seller within ten (10) days following the receipt of such casualtynotice. In the event of (a) fire or other casualty causing damage in an amount less than the Material Damage Amount, or (b) more than the Material Damage Amount or materially impairing the operation of a tenant's or more than one tenant's premises, but with respect to which Purchaser does not elect to terminate this Agreement as aforesaid, then both the Lessee and the Lessor Purchaser shall have the right to terminate this Lease upon written notice after the Preliminary Approval Date and prior to the other party within thirty (30) days Closing Date, to control the adjustment and settlement of any insurance claim relating to said damage, and upon the Closing Date Seller shall assign to Purchaser the interest of Seller in and to any insurance proceeds with respect to said damage. In such event, Seller will also credit against the Purchase Price the amount of any deductible on Seller's casualty and insurance policies covering said damage. For the purposes hereof, the term "Material Damage Amount" shall mean damage reasonably determined by Purchaser to be in excess of $500,000.00. In the event the parties hereto are unable to agree upon the dollar amount of the date of such casualty. aforesaid damages within ten (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (4510) days after the date of written notice from Lessee of the such fire, vandalism or other casualty, or commences within such time period but fails to complete then the actual construction and restoration within forty-five determination of said amount by Seller's property manager, Insignia Financial Group, shall be binding upon the parties hereto. If the Closing Date is less than twenty (4520) days after such commencement, then Lessee shall have following the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in last day on which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be Purchaser is entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day periodAgreement, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent closing shall be allowed from the date when the damage occurred delayed until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentPurchaser makes such election.

Casualty. In the event that the Building should be totally -------- destroyed by fire, tornado or other casualty, or should be so damaged that rebuilding or repairs cannot be completed in Landlord's reasonable estimation within one hundred eighty (a180) days after the date of such damage, Landlord may, at its option, terminate this Lease in which event the rent shall be abated during the unexpired portion of this Lease effective with the date of such damage, or Landlord may proceed to rebuild the Building and the Premises. In the event the Leased Premises are Building should be damaged by fire, explosion tornado or any other casualty which casualty, but only to such extent that rebuilding or repairs in Landlord's reasonable estimation can be completed within one hundred eighty (I 80) days after the date of such damage, or if the damage cannot be restored by Lessor repaired within such time frame but Landlord elects not to its original condition within terminate this Lease, in such event, Landlord shall, promptly following receipt of all applicable permits and insurance proceeds, but in no event more than ninety (90) days from after the date of such damage commence to rebuild or repair the Building and shall proceed with reasonable diligence to restore the Building to substantially the same condition in which it was immediately prior to the happening of the casualty, except that Landlord shall not be required to rebuild, repair or if replace any part of the Leased partitions, fixtures and other improvements which may have been placed by Tenant or other tenants within the Building. If the Premises are totally destroyed by damaged and in Landlord's reasonable estimation the repairs cannot be completed within two hundred ten (210) days after the date of such casualtydamage, then both if Landlord has not otherwise terminated the Lessee and the Lessor have the right Lease Tenant may elect to terminate this Lease upon written notice to the other party within thirty ninety (3090) days of the date of such casualty. (b) If neither party elects to so terminatedamage. In the event any mortgagee under a deed of trust, Lessor shall, within forty-five (45) days of security agreement or mortgage on the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event Building should require that the insurance proceeds be used to retire the mortgage debt, Landlord shall be either paid have no obligation to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration rebuild and if Lessor fails Landlord so elects, this Lease shall terminate upon notice to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth Tenant. Unless otherwise provided in this Lease; (2) seek specific performance , any insurance which may be carried by Landlord or Tenant against loss or damage to require Lessor the Building or to commence the Premises shall be for the sole benefit of the party carrying such insurance and diligently under its sole control. If Tenant's Premises are untenantable and Landlord does not complete their restoration; (3) the repair thereof within the time periods estimated by Landlord, subject to extension thereof by Force Majeure, and such failure to complete is not a result of Tenant Delay, then Tenant may elect to terminate this Lease upon thirty (30) days prior written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, howeverLandlord, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within during such thirty (30) day period, then Lessor shall have no right period the repairs are not completed by Landlord. If Tenant does not so elect to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or Landlord elects to repair rebuild the Leased Premises Building or portions thereof, so long as herein providedTenant provides Landlord with the plans and if specifications necessary for the re-construction of its leasehold improvements and the insurance proceeds or other source of funds provided by Tenant are collectively sufficient in amount to cover such administrative, Lessee shall replace its stock in tradehard and soft construction, fixturesand such other costs incurred by Landlord, furniture, furnishings, floor coverings Landlord agrees to re- construct Tenant's damaged leasehold improvements for and equipmenton behalf of Tenant.

Casualty. (a) In A. If, at any time during the event Term, the Leased whole or any part of the Premises are or access thereto is damaged by fire, explosion fire or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor Commission shall have the right to terminate this Lease upon Lease, by giving written notice thereof to the other party Tenant within thirty (30) days of after the date of such fire or casualty, specifying the effective date of the termination. B. Upon termination, Tenant shall have no further obligation to pay any Base Rent or Additional Rent under this Lease that accrues after the effective date of such termination. In no event, however, shall such termination be deemed to modify or limit Tenant’s obligations and agreements pursuant to Article 9 hereof. C. If the Premises or any part thereof or all reasonable access thereto shall be damaged by fire or other casualty, and such damage, in the Commission’s sole discretion, materially interferes with Tenant’s use of the Premises as contemplated by this Lease, and this Lease shall not be terminated in accordance with Section 10.1(A), then: (b1) If neither party elects Tenant shall repair any and all casualty damage to so terminateits property and to any and all of Tenant’ s Improvements and fixtures located on the Premises, Lessor shalland shall return such property and fixtures to the condition existing immediately prior to said casualty. All such repairs shall comply with the TAA Process. Tenant shall use all reasonable efforts to cause repairs and restoration to be made as expeditiously as possible, within forty-five but in the event that any portion of the Premises remains untenantable after three (453) days months of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee Commission shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid option to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days days’ prior written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to performnotice. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in In the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation Tenant completes all repairs and foundation) during the last two restoration within such thirty-day notice period, this Lease shall not terminate. (2) years of The Commission shall use reasonable diligence to restore the Term of Premises to substantially the Leasesame condition as existed immediately prior to such fire or other casualty within a reasonable time, Lessor or Lessee may elect subject to terminate this Lease upon written notice to any delays beyond the other within thirty (30) days of the date of the casualtyCommission’s control; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor the Commission shall have no right obligation to terminate this Lease under this expend for such repairs and restoration any amount in excess of any net insurance proceeds received; and provided, further, that the Commission’s obligation to repair and restore shall not include those repairs required of Tenant pursuant to Section and shall promptly commence and diligently complete the restoration10.1(C)(1). (d3) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement A just proportion of the rent Base Rent and Additional Rent as determined by the Commission shall xxxxx proportionately for the period in which, by reason of such damage, there is material interference with Tenant’s use of the Premises. D. In the event the Premises shall be allowed damaged by fire or other casualty resulting from negligence of Tenant, its agents, contractors, employees or invitees, and this Lease shall not be terminated by the date when Commission as a result of such damage, Tenant shall not be released from any of its obligations hereunder, including without limitation its duty to pay the damage occurred until Base Rent and the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required Additional Rent without abatement or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentreduction.

Casualty. (a) In 15.1 If the event System or the Leased System Premises or the building upon which the System Premises are located, if applicable, or Lessee’s access to the System Premises are damaged by fire, explosion fire or any other casualty which (“Casualty”) in a manner that materially interferes with the Permitted Uses, as soon as practicable, but in any event, no later than thirty (30) days following the date of such Casualty, the Party whose facilities are damaged shall advise the other Party of the reasonable estimate of the time required to complete that Party’s portion of the Restoration, as defined in Section 15.3 (taking into account the time necessary to effect a satisfactory settlement with any insurance company involved) (“Estimated Restoration Period”). If the other Party does not agree with such Estimated Restoration Period, the Party whose facilities are damaged shall retain a qualified engineering consultant, reasonably acceptable to the other Party, to make such determination. 15.2 If, as determined under Section 15.1, the Casualty renders the use of the System or the System Premises unsuitable for the Permitted Use or if a Restoration will not or cannot be restored by Lessor to its original condition substantially completed within one hundred eighty (180) days following the date of the Casualty, or if the Casualty occurs during the last year of the Initial Term or applicable Renewal Term and the time reasonably estimated for the Restoration exceeds ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualtydays, then both the either Lessor or Lessee and the Lessor have the right to may terminate this Lease upon by delivery of written notice to the other party within thirty sixty (3060) days of following the date of such casualty. (b) If neither party elects to so terminateCasualty. Further, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails determines in its reasonable judgment that it would not be economically prudent to promptly reimburse Lessee then Lessee shall be entitled to exercise restore the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherancedamage from the Casualty, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee it may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day time period, then Lessor shall have no right . Upon an election to terminate this Lease under this Section 15.2, no termination or buyout fee or other payment shall be due from or payable by Lessor and this Lease shall promptly commence terminate and diligently complete be of no further force or effect (except for those provisions which survive such termination as provided herein) on the restorationdate specified in such notice. 15.3 If neither Lessor nor Lessee elects to terminate this Lease pursuant to Section 15.2, Lessor and/or Lessee (das applicable) shall use commercially reasonable and diligent efforts to repair such damage to the System Premises and/or the System and restore the damaged portions of the System Premises and/or the System (including those portions thereof reasonably necessary for the installation, maintenance and operation of the System by Lessee) to as near their condition prior to the Casualty as is reasonably practicable, within the Estimated Restoration Period, subject to such modifications as may be reasonably required by the application of current building codes (“Restoration”). During the Restoration, this Lease shall remain in full force and effect, provided that following the Casualty and until the System Premises are fully restored, Rent (if then payable hereunder) shall be abated to the extent the System remains unsuitable for the Permitted Use. If the casualtySystem is located on a building, repairingLessor shall have the right to modify the building or to design and construct a new building; provided, however, that Lessor shall make available to Lessee on the new or modified building not less than the same area and access to sunlight as existed prior to the Casualty to the extent that is commercially reasonable and practical. Notwithstanding anything herein to the contrary, Lessor may fund, but shall not be required to, rebuild, replace, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible repair any property owned by Lessee's customers, in whole or in partincluding, then a proportionate abatement of without limitation, the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentSystem.

Casualty. (a) In the event the Leased Premises are damaged by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both If the Lessee Assets and the Lessor have Additional Improvements are destroyed or damaged (each, a “Casualty Event”), and if, in the right to terminate this Lease upon written notice to the other party within thirty (30) days reasonable opinion of Lessee, such Casualty Event materially and adversely affects Lessee’s use and operation of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencementAssets, then Lessee shall have the right, but not within 180 days after the obligationoccurrence of such Casualty Event, to: to terminate this Lease by written notice to Lessor. In the event this Lease is terminated pursuant to this Section 7.3, (1i) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds all charges paid or owing hereunder shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess prorated as of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then effective date of such termination, (ii) Lessee shall be entitled to exercise any insurance proceeds applicable to the remedies set forth Lessee Assets and the Additional Improvements, and (iii) Lessee shall, in this Lease; good faith and with due diligence, remove all Lessee Assets and Additional Improvements from the Leased Premises, and repair and restore any damage to the Leased Premises or the remainder of the Lake Xxxxxxx Complex caused by such removal, at Lessee’s sole cost and expense. (2b) seek specific performance In the event Lessee does not timely elect to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty following the occurrence of a Casualty Event in accordance with Section 7.3(a), Lessee shall repair and restore any damaged or destroyed Lessee Assets and/or Additional Improvements to substantially the condition in which such Lessee Assets and/or Additional Improvements existed immediately prior to the applicable Casualty Event. Such repair and restoration by Lessee shall be performed in good faith and with due diligence, subject to Lessee’s receipt of any required building or construction permits. (30c) days written notice If, notwithstanding Section 7.3(b), Lessee fails to act in good faith or to use due diligence to repair and restore the Lessee Assets and Additional Improvements to the required condition within a reasonable time, then (i) Lessor without waiving Lessee's shall have the right to damages for take such actions as are necessary or reasonable to effect such repair and restoration (and Lessee shall take all actions reasonably necessary to facilitate Lessor's failure ’s actions), and insurance proceeds with respect to perform. The rights granted herein any remaining repair or restoration work shall be in furtherancepayable to Lessor, and not in limitation, of all other rights of Lessee under (ii) Lessor shall have the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect right to immediately terminate this Lease upon written notice to Lessee, (iii) Lessee shall be obligated to use any insurance proceeds actually received by Lessee to reasonably clean up the other within thirty Lessee Assets, Additional Improvements and Leased Premises and (30iv) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right the option to terminate this Lease under this purchase the Lessee Assets and Additional Improvements for the Purchase Price (the “Casualty Purchase Option”), as determined in accordance with Section and shall promptly commence and diligently complete the restoration7.3(d). (d) If Lessor elects to exercise the casualtyCasualty Purchase Option, repairingLessor shall notify Lessee in writing (the “Option Notice”). Promptly thereafter, or rebuilding Lessor and Lessee shall render engage a mutually-acceptable independent appraiser with experience in valuing petrochemical production assets to determine the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement fair market value of the rent Lessee Assets and the Additional Improvements (the “Fair Market Value”), which is the price at which a willing buyer would be willing to buy, and a willing seller would be willing to sell, each under no compulsion, the Lessee Assets and Additional Improvements in their then-current condition. The closing of the purchase and sale of the Lessee Assets and Additional Improvement shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed occur on the basis of closing date set forth in the relation Option Notice (the “Option Closing Date”), which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee date shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.not be more

Casualty. In the event of loss of, or damage to, the Demised Premises or the Building by fire or other casualty, the rights and obligations of the parties to this Lease shall be as follows: (a) In If the event the Leased Premises are Demised Premises, or any part thereof, shall be damaged by firefire or other casualty, explosion Lessee shall give prompt notice thereof to Lessor, and Lessor, upon receiving such notice, shall proceed promptly and with due diligence, subject to unavoidable delays, to repair, or cause to be repaired, such damage with respect to the portion of the Building that Lessor is obligated to provide insurance coverage for under Section 9.1(I) and Lessee shall proceed promptly and with due diligence, subject to unavoidable delays, to repair, or cause to be repaired, such damage with respect to Lessee's improvements. If Lessee shall be unable to utilize the Demised Premises, or any part thereof, for the Use of the Demised Premises by reason of damage to the portion of the Building that Lessor is obligated to provide insurance coverage for under Section 9.1(I), Annual Base Rent shall proportionately abatx xxx the period from the date of such damage to the date when such damage shall have been repaired. The period within which the required repairs may be accomplished shall be extended by the number of days lost as a result of unavoidable delays, which term shall be defined to include all delays referred to in the article contained in this Lease entitled "INABILITY TO PERFORM - EXCULPATORY CLAUSE". (b) Notwithstanding anything in this Lease to the contrary, Lessor shall not be obligated to expend more in restoring the Premises under this Article than Lessor receives in insurance proceeds from the property insurance provided under Section 9.1 (c) If, as a result of fire or other casualty which casualty, the whole or a substantial portion of the Building is rendered untenantable and Lessor reasonably determines that the Building cannot be restored by Lessor to its original condition within ninety (90) eighteen months of the occurrence of such fire or casualty, Lessor, within 120 days from the date of such fire or casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right may elect to terminate this Lease upon written by notice to the other party within thirty Lessee, specifying a date not less than twenty (3020) days of the date of such casualty. nor more than forty (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (4540) days after the date giving of written such notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in on which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of this Lease shall terminate and the LeaseLease shall so terminate. (d) Upon the occurrence of the following, Lessor or Lessee may elect to terminate this Lease upon written notice to Lessor, specifying a date not less than twenty (20) days nor more than forty (40) days after the giving of such notice on which the Term of this Lease shall terminate and the Lease shall terminate: (I) the Lessor fails to give written notice withinninety (90) days of the fire and casualty of Lessor's intention to restore the portion of the Building that Lessor is obligated to provide insurance coverage for under Section 9.1(I) or (ii) Lessor fails to restore the portion of the Building that Lessor is obligated to provide insurance coverage for under Section 9.1(I) within twelve months of the fire or other within casualty. (e) Lessor shall not be required to repair or replace any of Lessee's improvements or any of Lessee's business machinery, equipment, cabinet work, furniture, personal property or other installations or improvements, and no damages, compensation or claim shall be payable by Lessor for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Demised Premises or of the Property, except to the extent caused by the negligence of the Lessor, its agents, contractors or employees. (f) The provisions of this Article shall be considered an express agreement governing any instance of damage or destruction of the Property or the Demised Premises by fire or other casualty, and any law now or hereafter in force providing for such a contingency in the absence of express agreement shall have no application. (g) In the event of any termination of this Lease pursuant to this Article, the Term of this Lease shall expire as of the effective termination date as fully and completely as if such date were the date originally fixed in this Lease for the end of the Term of this Lease. Lessee shall have access to the Demised Premises for a period of thirty (30) days of after the date of the casualty; provided, however, if Lessor notifies Lessee that it intends termination in order to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationremove Lessee's personal property. (dh) If the casualtyLessor's architect's certificate, repairinggiven in good faith, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement be deemed conclusive of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears statements therein contained and binding upon Lessee with respect to the floor space performance and completion of any repair or restoration work undertaken by Lessor pursuant to this Article or the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock Article contained in trade, fixtures, furniture, furnishings, floor coverings and equipmentthis Lease entitled "CONDEMNATION - EMINENT DOMAIN".

Casualty. (a) Except as hereinafter provided, if any of the Improvements shall be damaged or destroyed by fire or any other casualty covered by a standard policy of fire and extended coverage insurance, as required pursuant to Section 4.5 hereof, Lessee shall thereafter commence and diligently prosecute to completion, at Lessee's sole expense, the repair or rebuilding of the Improvements or portion thereof which was damaged, in a good and workmanlike manner, in accordance with plans and specifications satisfactory to Lessee and Lessor, which Lessor shall not unreasonably disapprove, provided that the Improvements upon completion of such repair or rebuilding shall have a value which is not substantially less than the value of the Improvements immediately prior to the damage or destruction. All proceeds remaining after payment of the costs of collection and recovery, if any ("Net Proceeds") shall be paid over to Lessee to fund the costs of repair and rebuilding and for no other purpose. The Lessee is obligated to make all necessary repairs regardless of availability or sufficiency of insurance proceeds. (b) In the event that either (i) the Leased Premises are damaged by fire, explosion damage or destruction with respect to any other casualty building ("Building") which is a part of the Improvements is so extensive that it cannot be rebuilt, restored by Lessor to its original condition or repaired as required in Section 11.1(a) within ninety one hundred twenty (90120) days from after such occurrence, as determined by Lessee in its reasonable judgment or (ii) any such damage or destruction occurs during the date last two years of such casualty, or if the Leased Premises are totally destroyed by such casualtyterm of this Lease, then both the Lessee and the Lessor shall have the right to terminate this Lease upon with respect to the damaged or destroyed Building, but no other part of the Premises, by giving written notice thereof to the other party Lessor within thirty sixty (3060) days after the occurrence of such damage or destruction and such termination will be effective retroactively as of the date of such casualty. damage or destruction; provided that, if the Building which suffered such damage or destruction is the Hospital then Lessee shall have the right to terminate this Lease by giving written notice thereof to Lessor within sixty (b) If neither party elects to so terminate, Lessor shall, within forty-five (4560) days after the occurrence of such damage or destruction and such termination will be effective retroactively as of the date of such damage or destruction. In addition, if any Building is materially damaged or destroyed by any casualty not covered by the casualtystandard policy of fire and extended coverage insurance, commence actual construction and restoration then Lessee may terminate this Lease effective as of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in date of such damage or destruction by giving Lessor written notice thereof within sixty (60) days after the restoration required by Lessee which increases the cost occurrence of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehiclesdamage or destruction. (c) If neither party has elected Lessee exercises its option to terminate and Lessor for any reason fails this Lease in part on account of damage or destruction to commence a Building, the actual construction and restoration within forty-five (45) days after parties shall promptly thereafter execute an amendment to this Lease which shall provide that such Building will be excised from the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to LesseePremises, and that Rent will be proportionately and equitably reduced and rebated to the Lessee. In addition, in addition thereto, Lessor shall reimburse the event Lessee for any cost or expense incurred determines to terminate this Lease in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee its entirety it shall be entitled to exercise a rebate of that portion of the remedies set forth in this Lease; Rent equal to the product of (2a) seek specific performance to require Lessor to commence the Rent and diligently complete their restoration; (3b) terminate this Lease upon thirty the quotient of (30i) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, the number of all other rights of Lessee under the Lease or at law or in equity; or (3) months remaining in the event Term and (ii) 480 (the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration"Rebate Formula"). (d) If In the casualtyevent of a termination of this Lease, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, either in whole or in part, then pursuant to Section 11.1(b), the Net Proceeds of insurance shall be paid over to Lessee, except that Lessor shall be entitled to receive such portion of such proceeds which represents the value of Lessor's reversionary interest in the Premises; provided, however, in the event of a proportionate abatement casualty described under Section 11.1(b) that occurs within the first 10 years of the rent shall be allowed from Term which would otherwise permit Lessee to terminate the date when Lease and; provided further, the damage occurred until Net Proceeds are sufficient to rebuild the date Lessor completes its work said proportion to be computed on Buildings or Improvements in the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein providedmanner described herein; then, Lessee shall replace its stock not be entitled to terminate this Lease but shall be obligated to rebuild such Buildings or Improvements in tradea good and workmanlike manner, fixturesin accordance with plans and specifications satisfactory to Lessee and Lessor, furniturewhich Lessor shall not unreasonably disapprove, furnishings, floor coverings and equipmentprovided that the Buildings or Improvements upon completion of such repair or rebuilding shall have a value which is not substantially less than the value of the Buildings or Improvements immediately prior to the damage or destruction.

Casualty. As promptly as practicable after the occurrence of a Casualty prior to the Closing Date (abut in any event no later than five (5) In Business Days thereafter), Seller shall notify Buyer of the event occurrence of such Casualty. If such Casualty occurs prior to the Leased Premises are damaged by fireClosing Date and such Casualty is a Major Casualty or a Material Business Interruption Casualty (each as defined in the Property Lease), explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety each of Seller and Buyer shall have a period of thirty (9030) days from after the date occurrence of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right Casualty within which to elect to terminate this Lease Contract upon written notice to the other party within thirty (30) days party. Notwithstanding any other terms of the date of such casualty. (b) If neither party elects to so terminatethis Contract, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event this Contract is terminated pursuant to this Section 8.11, Seller shall return the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation Deposit to Buyer and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice thereafter neither Seller nor Buyer shall have any further liability to the other within thirty under this Contract except for those rights and obligations that, by their terms, survive the termination of this Contract. If no such election to terminate is timely made with respect to a Major Casualty or Material Business Interruption Casualty, each of Seller and Buyer shall be deemed to have waived its rights under this Section 8.11 with respect to such Casualty and the Closing shall proceed as scheduled subject to and in accordance with the provisions of this Contract (30) days including, without limitation, the execution and delivery of the date of Property Lease by Seller and Buyer at the casualtyClosing); provided, however, if Lessor notifies Lessee that it intends (a) Seller shall promptly submit a claim for insurance proceeds in relation to terminate this Lease under this Sectionsuch Casualty and Seller shall engage one of the insurance adjusters referred to in clause (b)(i)(A) below to handle such claim; (b) at Closing, but Lessee does not desire Seller shall (i) assign to do so Buyer, and/or, to the extent received by Seller prior to the Closing, credit to Buyer, against the Purchase Price, all insurance proceeds with respect to such damage to the Purchased Assets, less (A) the reasonable costs of adjustment and elects collection of the claim paid to exercise either McLarens or Xxxxxxxx & Company (each of which is approved by Seller and Buyer to act as an unexercised option to renew this Lease by giving written notice to Lessor adjuster of such election within claim and which adjuster shall be jointly selected by Seller and Buyer and, in the absence of an agreement, one of them shall be selected randomly) which costs shall not exceed six percent (6%) of any proceeds actually received pursuant to such thirty claim, and (30B) day periodany proceeds applied to remedy any unsafe conditions at the Property required by applicable law or Governmental Entity and covered by Seller’s insurance, then Lessor and (ii) credit to Buyer, against the Purchase Price, the amount equal to the lesser of (y) the applicable deductible with respect to such damage (to the extent not already paid by Seller) and (z) the estimated cost of restoration and repair of the damaged Purchased Assets, all of which shall constitute full compensation for the damage to the Purchased Assets and Seller shall have no right to terminate this Lease under this Section responsibility for restoration or repair of the Purchased Assets or any resultant loss, directly, by subrogation, or otherwise; and shall (c) after Closing, Buyer shall, promptly following receipt of the insurance proceeds from the insurers, commence and diligently complete pursue to completion the restoration. repair of the affected portions of the Purchased Assets, including, without limitation, the improvements on the Property (dbut, for the avoidance of doubt, excluding any damaged Gaming Equipment and other personal property belonging to Seller after the Closing which shall be restored or replaced by Seller to the extent Seller receives insurance proceeds (but Seller shall be responsible for paying any deductible) If with respect thereto) substantially to their condition immediately preceding the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, Casualty (or in such other manner as Seller and Buyer may otherwise agree). If a condition which renders Casualty occurs after the Leased Premises inaccessible Closing Date, this Contract shall not terminate or be terminable and the rights and obligations of Seller (as Tenant) and the New Property Owner (as Landlord) shall be governed by Lessee's customers, the applicable casualty provisions set forth in whole or in part, then a proportionate abatement Article 7 of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion Property Lease. This Section 8.11 is intended as an express provision with respect to be computed on the basis casualty of the relation Property prior to the Closing which supersedes the gross square foot area provisions of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings Nevada Uniform Vendor and equipmentPurchaser Risk Act.

Casualty. (a) In the event of total or partial destruction of the Leased Building or the Premises or obstruction of access to the Building or Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to Exhibit B, if any. Rent shall proportionately xxxxx during the time that the Premises or part thereof are damaged unusable because of any such damage to either the Premises or the Building. In the event of total or partial destruction of the Parking Facility or obstruction of access thereto by firefire or other casualty, explosion Landlord agrees promptly to restore and repair the Parking Facility (or any other casualty which to cause the same to occur); provided, however, Rent shall not xxxxx so long as Landlord provides a reasonable alternative for vehicle parking together with transportation to the Building, if reasonably required. Notwithstanding the foregoing, if Landlord determines that the Premises (or the Parking Facility, if no reasonable alternative is provided) are (i) so destroyed that they cannot be restored by Lessor to its original condition repaired or rebuilt within ninety two hundred ten (90210) days from the date casualty date; or (ii) destroyed by a casualty that is not covered by the insurance required hereunder (which is not required by Landlord) or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Premises (or the Parking Facility, if applicable), then Landlord shall give written notice to Tenant of such determination (the “Casualty Notice”) within sixty (60) days of such casualty. In case of a clause (i) casualty, either Landlord or if Tenant may, or, in the Leased Premises are totally destroyed by such case of a clause (ii) casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon Landlord may, by giving written notice to the other party within thirty (30) days days’ after Landlord’s delivery of the date of such casualty. (b) If neither party elects to so terminateCasualty Notice, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice with respect to Lessor without waiving Lessee's matters thereafter accruing. Tenant waives any right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, under applicable laws inconsistent with the terms of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationparagraph. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) If the whole or any part of the UNH Premises shall be condemned or damaged by fire or other casualty and the Lease is not terminated on account thereof by the City or the Lessor, this Lease shall remain in full force and effect with respect to the portion of the UNH Premises not rendered uninhabitable, and Xxxxxx’s obligation to pay Base Rent and Additional Rent hereunder shall xxxxx only in proportion to the time and portion of the UNH Premises that have been rendered uninhabitable due to fire, other casualty, or restoration. Such rent abatement (i) shall cease as of the date the City completes restoration of the UNH Premises to the condition and state in which the UNH Premises existed at the initiation of Lessee’s actual occupancy, and (ii) shall not continue on account of Xxxxxx’s own restoration or fit-out work performed after the restoration work required under the preceding clause (i) is completed. In the event the Leased Premises are damaged by fireLessee is partially or wholly responsible for such fire or casualty, explosion or any other casualty which canLessee shall not be restored by Lessor entitled to its original condition within ninety (90) days from the date any abatement of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualtyrent. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days the whole or any part of the date of the casualty, commence actual construction and restoration of the Leased UNH Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for condemned or damaged by fire or other casualty and the Lease is terminated on account thereof by the Lessee. During such restorationCity or the Lessor, Lessor this Lease shall keep the parking areas free also be terminated and clear of debris and materials and vehiclesno further force or effect. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date this Lease is not terminated in case of written notice from Lessee of the fire or other casualty, the parties acknowledge that the Lease provides that the City shall restore the UNH Premises to at least their previous condition within a reasonable time. As set forth in Section 4(f) above, the UNH Premises do not include any trade fixtures, laboratory equipment or commences within such time period but fails to complete other personalty of Lessee. For the actual construction purpose of restoration, the City and restoration within forty-five (45) days after such commencement, then Lessee its agents and contractors may enter the UNH Premises. The City and its agents and contractors shall have the right, but not authority to restrict the obligation, to: (1) perform Lessee’s access to the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from whole or any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess part of the insurance proceeds to complete the restoration UNH Premises for purposes of damage evaluation and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the this Lease is not terminated in case of fire or other casualty, repairing, all insurance proceeds received by Lessee due to fire or rebuilding other casualty damage to the UNH Premises shall render be held in trust and applied to the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement payment of the rent shall be allowed from UNH Premises restoration until such time as the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor restoration is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentcompleted.

Casualty. In case of damage to or 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 (ahereinafter referred to as “Restore” or “Restoration”) In the 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 the Leased Premises are damaged by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within later than ninety (90) days from after the date casualty and shall thereafter be prosecuted with due diligence. Notwithstanding the foregoing, however, in the case of such casualtydamage 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, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right Tenant may elect to terminate this Lease upon by giving Landlord written notice to the other party of such election within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of following the casualty, commence actual construction and restoration of in which event Tenant shall have no obligation to Restore the Leased Premises; provided, however, Tenant shall, at its cost, clear the Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials return the same to a safe and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lesseeclean condition, and in addition thereto, Lessor shall reimburse Lessee for deliver any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails Landlord in accordance with Subparagraph 20(e) below. If Tenant elects to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon in accordance with this paragraph, this Lease shall terminate thirty (30) days following the date Landlord receives Tenant’s written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30the “Termination Date”) day period, upon the payment by Tenant of all rent and all other sums then Lessor shall have no right to terminate due and payable under this Lease to and including the Termination Date. Said termination shall not release Tenant from the obligations and liabilities of Tenant under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualtyLease, repairingactual or contingent, which have accrued on or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears prior to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentTermination Date.

Casualty. (a) In the event the Leased Premises are damaged or destroyed by firefire -------- or other casualty, explosion 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 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 other casualty which cannot of Lessor's insurance claims. In the event Lessor elects to rebuild the Premises, the 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 act, omission, fault or neglect of Lessee, 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 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 Lessee or specially constructed by Lessor for Lessee. In the event Lessor elects to its original condition within ninety (90) days from terminate this Lease, the Rent, Additional Rent and Lessee's pro rata share of Operating Costs shall be paid to and adjusted as of the date of such casualty, the Term of this Lease shall then expire and this Lease shall be of no further force or if effect. Thereafter, Lessor shall be entitled to sole possession of the Leased Premises. In the event the Premises are totally destroyed by such not repaired and tenantable within 150 days after the damage or casualty, then both the Lessee and the Lessor shall have the right option to terminate this Lease upon by written notice to the other party within Lessor at any time thereafter but at least thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice prior to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so Premises being repaired and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationmade tenantable. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In If any of the event the Leased Premises are Purchased Assets is damaged by fire, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualtycasualty loss during the Interim Period, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty sum of (30x) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of restoring such damaged or destroyed Purchased Assets to a condition reasonably comparable to their prior condition (as estimated by a qualified firm reasonably acceptable to Buyer and Seller), and (y) the amount of any lost profits reasonably expected to accrue after the Closing as a result of such damage or destruction to such Purchased Assets (net of and after giving effect to any insurance proceeds available to the Project Companies for such restoration and lost profits and any Tax benefits to the Companies related thereto) (such sum, the “Restoration Cost”) is greater than $2,500,000 but does not exceed 10% of the Base Purchase Price, Seller may elect to reduce the amount of the Purchase Price by such Restoration Cost, by notice to Buyer, and such casualty loss shall be paid for by not affect the LesseeClosing. During If Seller does not make such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration an election within forty-five (45) 45 days after the date of written notice from Lessee of such casualty loss (but in any event at least 20 days prior to the casualtyClosing Date), or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee Buyer may elect to terminate this Lease upon Agreement within 10 Business Days after the end of such 45 day period by written notice to Seller. If the other Restoration Cost is in excess of 10% of the Base Purchase Price, Seller may, by notice to Buyer within thirty (30) 45 days of after the date of such casualty loss (but in any event at least 20 days prior to the casualtyClosing Date), elect to (a) reduce the Purchase Price by the estimated Restoration Cost or (b) terminate this Agreement, in each case by providing written notice to Buyer; provided, however, that if Lessor notifies Lessee that it intends Seller does not elect to terminate this Lease under Agreement as provided in this Sectionsentence, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease then Buyer may, by giving written notice to Lessor Seller, terminate this Agreement within 10 Business Days of such election within such thirty receipt by Buyer of Seller’s notice regarding its election. If the Restoration Cost is $2,500,000 or less, (30i) day period, then Lessor neither Buyer nor Seller shall have no the right or option to terminate this Lease under this Section Agreement and (ii) there shall promptly commence and diligently complete be no reduction in the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement amount of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentPurchase Price.

Casualty. (a) In If the event the Leased Premises are leased premises or any part thereof shall be damaged or destroyed by fire, explosion fire or any other casualty which cannot be restored by cause, Tenant shall immediately notify Lessor to its original condition within ninety (90) days from and the date Trustee of such casualty, destruction or if damage. Tenant expressly waives the Leased Premises are totally destroyed by provisions of any present or future law relating to such casualty, then both damage or destruction and agrees that the Lessee and the Lessor have the right to terminate provisions of this Lease upon written notice to shall control the other party within thirty (30) days rights of the date of such casualtyLessor and Tenant. (b) If neither party elects Subject to so terminatethe further provisions of this SECTION 12, Lessor shall, within forty-five (45) days there shall be no abatement of the date of the rent pending repairs or rebuilding occasioned by any casualty, commence actual construction and restoration of except to the Leased Premises extent to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear have received a net sum as proceeds of debris and materials and vehiclesany rent insurance with respect to such casualty. (c) If neither party has elected to terminate and Lessor for at the time of any reason fails to commence casualty the actual construction and restoration within forty-five (45) days after Agreement shall be in effect, the date provisions of written notice from Lessee SUBSECTION 7.2 of the casualty, or commences within such time period but fails to complete Agreement shall apply and the actual construction Tenant shall perform Lessor's obligations and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but right to exercise Lessor's elections thereunder. If as a result of such damage or destruction the Tenant elects not to repair the obligation, to: (1) perform Project and provides the restoration at Trustee on behalf of the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to LesseeLessor, and as a payment of additional rent to Lessor, applicable as provided in addition theretoSECTION 23 hereof, Lessor shall reimburse Lessee for any cost or expense incurred in excess with funds equal to the unpaid balance of the insurance proceeds to complete purchase price of the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) Project payable under said SUBSECTION 7.2, it may terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtheranceafter all principal of, premium, if any, and not interest on the Bonds have been paid in limitation, of all other rights of Lessee under the Lease full or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of provision for such election within such thirty (30) day period, then Lessor payment shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete been made in accordance with the restorationIndenture. (d) If the Agreement shall not then be in effect and the leased premises shall be substantially damaged or destroyed in any single casualty from any cause whatsoever so that the leased premises could not be restored to their condition immediately preceding such casualty within 120 days of the casualty as such period is determined by Tenant, then Tenant may give written notice to Lessor and the Trustee within 30 days after the occurrence of such casualty of Tenant's intention to terminate this Lease. Such notice shall be signed by an authorized employee of Tenant, and shall: (i) specify such termination date, which shall be the first day of any month occurring not less than 30 days after the delivery of such notice; and (ii) contain a certification by Tenant, signed by an authorized employee, to the effect that the leased premises have suffered such a casualty. In such event, repairingthis Lease and all obligations hereunder shall terminate on such termination date, but only upon payment by Tenant of all rent and other sums due and payable by it under this Lease to and including such termination date, and provided that all the principal of, premium, if any, and interest on the Bonds and all expenses of the Trustee shall have been paid in full or rebuilding provision for such payment shall render have been made in accordance with the Leased Premises untenantablepro visions of the Indenture. If all or any portion of the leased premises shall be damaged or destroyed by any fire or any other cause and this lease is not terminated as provided in this SUBSECTION (D), then this Lease shall continue in full force and effect without any abatement of rent, and Lessor shall promptly and diligently after any such damage or in destruction and, at its own cost and expense, repair and restore the leased premises to a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes substantially equivalent to its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears condition prior to the floor space of the Leased Premises. If Lessor is required event causing such damage or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentdestruction.

Casualty. If a “material” part (aas hereinafter defined) In of the event the Leased Premises are is damaged or destroyed by firefire or other casualty, explosion or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date Seller shall notify Purchaser of such casualtyfact and, or if the Leased Premises are totally destroyed by such casualtyexcept as hereinafter provided, then both the Lessee and the Lessor either party shall have the right option to terminate this Lease Agreement upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-given not later than five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (455) days after receipt of Seller’s notice. If this Agreement is so terminated, the date provisions of written notice from Lessee Section 16(d) shall apply. Notwithstanding the foregoing, if a “material” part of the casualtyPremises is damaged or destroyed and Purchaser elects to terminate this Agreement as provided above, or commences Purchaser’s election shall be ineffective if within such time period but fails to complete the actual construction and restoration within forty-five ten (4510) days after Seller’s receipt of Purchaser’s election notice, Seller shall elect by notice to Purchaser to repair such commencementdamage or destruction and shall thereafter complete such repair within 120 days after the then scheduled Closing Date at the time of Purchaser’s election. If Seller makes such election to repair, then Lessee Seller shall have the right, but not right to adjourn the obligation, to: Closing Date one or more times for up to one hundred twenty (1120) perform days in the restoration at aggregate in order to complete such repairs and shall have the sole cost and expense of Lessor in which event the right to retain all insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall which Seller may be entitled to exercise the remedies set forth in this Lease; receive as a result of such damage or destruction. If (2i) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and Purchaser does not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty Agreement, (30ii) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends Purchaser elects to terminate this Lease under this Section, Agreement but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or ineffective because Seller elects to repair such damage and completes such repair within such 120-day period provided above, or (iii) there is damage to or destruction of an “immaterial” part (“immaterial” is herein deemed to be any damage or destruction which is not “material”, as such term is hereinafter defined) of the Leased Premises, Purchaser shall close title as provided in this Agreement and, at the Closing, Seller shall, unless Seller has repaired such damage or destruction prior to the Closing, (x) pay over to Purchaser the proceeds of any insurance collected by Seller, and (y) assign and transfer to Purchaser all right, title and interest of Seller in and to any uncollected insurance proceeds which Seller may be entitled to receive from such damage or destruction. A “material” part of the Premises shall be deemed to have been damaged or destroyed if the cost of repair or replacement shall be $500,000 or more as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentreasonably as estimated by Seller.

Casualty. (a) In If, at any time after the event Effective Date and prior to Closing or earlier termination of this Agreement, the Leased Premises Assets or any portion thereof are damaged or destroyed by fire, explosion fire or any other casualty which (a “Casualty”), Seller shall give written notice of each such Casualty to Purchaser promptly after the occurrence of such Casualty and Purchaser. If such Casualty results in a cost to repair/restore in excess of $250,000 and the Assets cannot be restored by Lessor to its their original condition within ninety (90) days from the date of such casualtyprior to Closing, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor Purchaser shall have the right to terminate this Lease upon elect, by providing written notice to the other party Seller within thirty (30) days after Purchaser’s receipt of the date Seller’s written notice of such casualty. (b) If neither party elects Casualty, to so terminate, Lessor shall, within forty-five (45) days terminate this Agreement in its entirety and receive a return of the date Deposit in full. For any other Casualty, the Parties shall proceed to Closing, without terminating this Agreement, in which case Seller shall (i) provide Purchaser with a credit against the Purchase Price in an amount equal to the applicable insurance deductible plus any uninsured amount of the repair or restoration cost and (ii) transfer and assign to Purchaser all of the Seller’s right, title and interest in and to all proceeds from all casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restorationbusiness interruption, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lesseelost profits, and other applicable insurance policies maintained by Seller with respect to the Assets, except those proceeds specifically payable in addition theretoconnection with and allocable to business interruption and lost profits and costs incurred by Seller for the period prior to the Closing to the extent assignable, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails such proceeds are not assignable, Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to promptly reimburse Lessee then Lessee shall be entitled the amount of such proceeds. If the Closing is scheduled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon occur within Purchaser’s thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall day election period, the Closing Date shall, upon Purchaser’s election, be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of postponed until the date that is five (5) Business Days after the expiration of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day election period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In the event 9.1. If the Leased Premises are rendered partially untenantable by fire or other insured casualty, and if the damage is repairable within sixty (60) days from the date of the occurrence (with the repair work and preparations therefor to be done during regular working hours on regular work days), Landlord shall repair the Leased Premises with due diligence, to the extent of the insurance proceeds available, and the Rent shall be abated in the proportion that the untenantable portion of the Leased Premises bears to the whole thereof for the period from the date of the casualty to the completion of the repairs, unless the casualty is uninsured and results from Tenant's negligence or its breach of the terms hereof. 9.2. If the Leased Premises are completely destroyed by fire or other casualty, or if it is damaged by fireuninsured casualty, explosion or any other by insured casualty which to such an extent that the damage cannot be restored by Lessor to its original condition repaired within ninety (90) days of the occurrence, Landlord shall have the option to restore the Leased Premises or to terminate this Agreement on thirty (30) days’ written notice to Tenant, effective as of any date not more than sixty (60) days after the occurrence. If this section becomes applicable, Landlord shall advise Tenant within thirty (30) days after such casualty whether Landlord elects to restore the Leased Premises or to terminate this Agreement. If Landlord elects to restore the Leased Premises, it shall commence and prosecute the restoration work with diligence. For the period from the date of such casualtythe casualty until completion of the repairs (or the date of termination of this Agreement, or if Landlord elects not to restore the Leased Premises), the Rent shall be abated in the same proportion that the untenantable portion of the Leased Premises are totally destroyed bears to the whole thereof, unless the casualty is uninsured and results from Tenant's negligence or its breach of its obligations under this Agreement. If the repairs to the Leased Premises have not been completed by such casualtyLandlord within six (6) months after the date of the damage or destruction, then both the Lessee and the Lessor Tenant shall have the right to terminate this Lease upon Agreement by written notice given to Landlord at the other party within thirty (30) days end of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.six

Casualty. (a) In Seller assumes all risks for damage to or injury occurring to the event the Leased Premises are damaged Property by fire, explosion storm, accident, or any other casualty which cannot be restored by Lessor to its original condition within ninety or cause (90a “Casualty”) days from until the Closing. Immediately after Seller has received notice of the occurrence of any Casualty between the date hereof and the Closing, Seller shall give Purchaser written notice thereof (a “Casualty Notice”), which Casualty Notice shall state the type, location and amount of damage to any of the Property and Seller’s good faith estimate of the cost to complete repairs of such casualty, Casualty. (a) If prior to the Closing such a Casualty shall occur and the estimated cost to complete repairs of such Casualty shall equal $300,000 or if more or the Leased Premises are totally destroyed by such casualtyCasualty is uninsured and Seller does not agree to pay or credit Purchaser with the uninsured amount at Closing, then both the Lessee and the Lessor have the right to in any such event, Purchaser may, at its sole option, terminate this Lease upon Agreement by written notice to Seller (the “Casualty Termination Notice”) within ten (10) Business Days after Purchaser has received the Casualty Notice (provided, however, if the Closing is scheduled for a date which is less than ten days after Purchaser’s receipt of the Casualty Notice the Closing shall be postponed until ten days after Purchaser’s receipt of the Casualty Notice), in which event if Purchaser so elects to terminate, this Agreement shall be null and void, the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further liability or obligations to the other party within thirty (30) days of the date of such casualtyexcept as specifically provided in this Agreement). (b) If neither party elects to so terminate, Lessor shall, within forty-five (45i) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but Purchaser does not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice Agreement if the cost to complete repairs to such Casualty shall equal $300,000 or more or is uninsured and Seller does not agree to pay or credit Purchaser with the uninsured amount at Closing, or (ii) the cost to complete repairs of such Casualty shall be less than $300,000, then the Closing shall take place as provided herein, and at the Closing there shall be assigned to Purchaser all of Seller’s right, title and interest in and to any insurance policies covering such Casualty (including rental interruption insurance for the period from and after the Closing Date) and all proceeds to be paid thereunder, and Seller shall credit against the Purchase Price, at Closing, an amount equal to the other within thirty (30) days deductible under such policy applicable to such casualty. Seller shall not amend its insurance coverage of the date of the casualty; providedProperty without Purchaser’s prior consent, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does which consent shall not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationbe unreasonably withheld or delayed. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In the event If the Leased Premises are damaged by fire, explosion fire or any other casualty which and such damage cannot be restored by Lessor to its original condition repaired within ninety one hundred eighty (90180) days from the date of occurrence (as estimated by either party in good faith as soon as reasonably practicable after the occurrence of such casualty, or if the Leased Premises are totally destroyed by such casualtydamage), then both the Lessee and the Lessor have the right to either party may terminate this Lease upon by giving written notice thereof to the other party within thirty (30) days after the occurrence of such damage, will terminate as of the date such notice is given. On any such termination the Tenant will pay Rent and all other obligations of the Tenant apportioned to the date on which such casualty. damage occurs and will immediately surrender the Leased Premises to the Landlord. If the damage can be repaired within one hundred eighty (b180) If days, or if the damage cannot be repaired within one hundred eighty (180) days but neither party elects exercises the option to so terminateterminate this Lease, Lessor shallthe Landlord shall proceed to repair, within forty-five (45) days of restore and rebuild the Leased Premises and the Building to their former condition and complete such work with reasonable promptness, and this Lease will continue in effect; but the Rent shall abatx xxxm the date of the casualtyfire or other casualty until the repairs, commence actual construction restoration and rebuilding are completed. To the greatest extent possible, the costs of such repairs, restoration and rebuilding shall be satisfied from insurance proceeds received under all insurance policies insuring against the losses and damages incurred and naming either the Landlord, the Tenant or both of them as parties insured. To the extent, however, that the costs of such repairs, restoration and rebuilding are not satisfied through insurance proceeds, such costs will be borne by the parties hereto as follows: (a) the costs of repairing, restoring or replacing the Tenant's personal property located in the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for borne solely by the Lessee. During such restoration, Lessor shall keep the parking areas free Tenant; and clear of debris and materials and vehicles. (cb) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense all other costs incurred in excess of the insurance proceeds to complete the restoration repairing, restoring and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event replacing the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent Building shall be allowed from borne solely by the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentLandlord.

Casualty. (a) In 1. No destruction or damage to the event Building or other improvements on the Leased Demised Premises are damaged by fire, explosion windstorm or any other casualty or occurrence whatsoever which cannot be restored materially adversely interferes with Lessee's conduct of its business within the Demised Premises shall entitle the Lessee to surrender possession of the Demised Premises, to terminate this Lease, to violate any of its provisions, or to cause any rebate or abatement in rent, charges, or expenses then due or thereafter becoming due under the terms hereof. 2. Lessor shall promptly repair, at no cost to Lessee, any casualty contemplated by Paragraph 1 which may occur to the Demised Premises. However, should there occur any casualty which materially adversely interferes with Lessee's conduct of its business (as described in Paragraph 1 of this Article), Lessor to its original condition may, within ninety (90) days from after said casualty elect not to rebuild or repair the date of Demised Premises. Should Lessor make such casualtyelection, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice shall terminate as of the expiration of said ninety (90) day period. Notwithstanding anything to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminatecontrary contained in this Article XIX, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and does not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease and thereafter Lessor shall not have repaired such damage or destruction within one hundred twenty (120) days of such damage or destruction, upon written notice to the other within expiration of said one hundred twenty (120) day period, Lessee may give Lessor thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee days’ notice that it intends elects to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor Lease. Upon expiration of such election within such thirty (30) day period, then if Lessor shall have no right to terminate has not completed such repairs, this Lease under this Section shall terminate and the Lessee shall promptly commence receive a refund of the security deposit and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate an abatement of the all rent shall be allowed and other sums paid by Lessee to Lessor hereunder from the date when of such casualty event through the damage occurred until the date Lessor completes its work said proportion to be computed on the basis effectiveness of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentLessee’s termination notice.

Casualty. (a) In If the event the Leased Premises are Project shall be damaged by fire, explosion fire or any other casualty which canand (i) the risk is covered by insurance carried or required to be carried by Landlord hereunder (whether or not actually maintained by Landlord) and the cost of repairing such damage shall not be restored greater than fifty percent (50%) of the then full replacement cost thereof, or (ii) the damage results from a risk not covered by Lessor insurance maintained or required to its original be maintained (whether or not actually maintained by Landlord) pursuant to this Lease to an extent less than twenty percent (20%) of the replacement cost of the Project, or (iii) Tenant has the right to terminate this Lease as provided below and does not terminate this Lease, then, subject to the following provisions of this Article, Landlord shall repair the Project (including all leasehold improvements in the Premises) to the condition prior to the casualty. If repairs are not commenced within ninety (90) days from of the date casualty, diligently prosecuted thereafter, or substantially completed within two hundred seventy (270) days after the commencement of such casualtyrepairs, Tenant may terminate this Lease by giving written notice to Landlord or Tenant may restore and offset the costs of restoration, plus interest at the Default Interest Rate, against Rent. The Rent required to be paid hereunder shall be abated in proportion to the portions of the Premises, if any, which are rendered untenantable by fire or other casualty hereunder until repairs of the Project are completed, or if the Leased Premises Project are totally destroyed not repaired, until the termination date hereunder. Notwithstanding the foregoing, if the Project is damaged by such casualtyfire or other casualty to an extent greater than twenty percent (20%) of the then full replacement cost thereof resulting from an act of war, then both the Lessee and the Lessor Landlord shall have the right to terminate this Lease upon by giving written notice to the other party Tenant. If Landlord fails to give Tenant such written notice within thirty (30) days of following the date occurrence of such casualty. , then Landlord shall repair the Project as set forth above. If the Project shall be damaged (a) by fire or other casualty not covered by insurance maintained or required to be maintained (whether insured or not) by this Lease to an extent greater than twenty percent (20%) of the replacement cost of the Project, or (b) If neither party elects the damage results from a risk covered by insurance maintained or required to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required be maintained by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of an extent greater than fifty percent (50%) percent of the then full replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Leasethereof, Lessor or Lessee then Tenant may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of Landlord; if Tenant fails to deliver such election notice within such thirty (30) day perioddays following the occurrence of such casualty, then Lessor Landlord shall diligently proceed to repair the Project (including all leasehold improvements in the Premises) to the condition prior to the casualty, failing which Tenant may terminate this Lease by delivering written notice thereof to Landlord or Tenant may restore and offset the costs of restoration, plus interest at the Default Interest Rate, against Rent. If a casualty damages any portion of the Project which renders any portion of the Premises reasonably impracticable for the conduct of Tenant’s business, and if, in the reasonable determination of Landlord which shall be made within thirty (30) days following the date of the casualty, the damaged property cannot be repaired so as to make the Premises tenantable within two hundred seventy (270) days from the date of commencement of repairs, then Tenant shall have no the right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. by notifying Landlord in writing of such termination within sixty (d60) If days of the casualty. If this Lease is terminated as provided above, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent all Rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears apportioned and paid up to the floor space of the Leased Premisestermination date. If Lessor is Landlord shall not be required or elects to repair the Leased Premises as herein provided, Lessee shall or replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentany personal property of Tenant.

Casualty. (a) In the event the Leased Demised Premises are is hereafter materially damaged or destroyed or rendered fully or partially untenantable for its accustomed use, by firefire or other casualty, explosion or any other casualty which cannot be restored by Lessor to its original condition repaired within ninety one hundred twenty (90120) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualtydays, then both the Lessee and the Lessor shall have the right to terminate this Lease upon effective thirty (30) days after delivery of written notice to Lessor. If Lessee does not elect to terminate this Lease, then Lessor shall, at its cost and expense, restore, within a reasonable period of time (not to exceed one hundred and twenty (120) days), the Demised Premises to a substantially similar condition as existed prior to such casualty. From the date of such casualty until the Demised Premises is so repaired and restored, all Fixed Rent and all other party charges payable by Lessee hereunder shall xxxxx in such proportion as the part of the Demised Premises thus destroyed or rendered untenantable bears to the total square footage of the Demised Premises. Further, if it is at any time anticipated that such casualty cannot be repaired within one hundred and twenty (120) days, then Lessee shall have the right to terminate this Lease, effective as of the date of the occurrence of such casualty, by delivering written notice thereof to Lessor within thirty (30) days of the time at which it becomes apparent that such damage cannot be repaired with such time frame. Upon any such notice by Lessee to terminate, this Lease shall terminate and Fixed Rent and all other charges payable by Lessee hereunder shall xxxxx as aforesaid from the date of such casualty. (b) If neither party elects , and Lessor shall promptly repay to so terminate, Lessor shall, within forty-five (45) days Lessee any Fixed Rent paid in advance which has not been earned as of the date of the such casualty, commence actual construction . From and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencementdate, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled fully released the obligations to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence pay any Fixed Rent and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationSupplemental Rent hereunder. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In If the event the Leased Premises are damaged Building is totally destroyed by fire, explosion tornado or any other casualty which or if the Premises or the Building is so damaged that rebuilding or repairs cannot be restored by Lessor to its original condition completed within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualtysuch damage, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencementLandlord may, then Lessee shall have the rightat its option, but not the obligationterminate this Lease, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds Rent shall be either paid abated during the unexpired Lease Term effective with the date of such damage. If the Building or the Premises is damaged by fire, tornado or other casualty (whether or not covered by Landlord’s insurance), but only to Lessee from any escrow otherwise reimbursed by Lessor to Lesseesuch extent that rebuilding or repairs can be completed within ninety days after the date of such damage, or if the damage is more serious (i.e., the damage cannot be completed within ninety days after the date of such damage), and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and Landlord does not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other Lease, in either such event Landlord shall within thirty (30) days of after the date of such damage commence to rebuild or repair the Building and the Premises to substantially the same condition as existed immediately prior to the casualty; provided, howeverexcept that Landlord shall not be required to rebuild, if Lessor notifies Lessee that it intends repair or replace any furniture, equipment (including computer hardware or software), fixtures and other improvements placed by Tenant or other tenants within the Building or the Premises. Landlord shall allow Tenant a fair and proportionate diminution of Rent during the time the Premises are unfit for occupancy. In the event any mortgagee under a deed of trust, security agreement or mortgage on the Building requires the insurance proceeds be used to terminate this Lease under this Sectionretire the mortgage debt, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor Landlord shall have no right obligation to terminate rebuild and this Lease under this Section and shall promptly commence and diligently complete terminate upon notice to Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the restoration. (d) If Building or the casualty, repairing, or rebuilding Premises shall render be for the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement sole benefit of the rent party carrying such insurance and Landlord’s entire obligation to rebuild or restore shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears limited to the floor space extent of the Leased Premisesany insurance proceeds actually received. If Lessor is required Landlord shall have no obligation to insure Tenant’s contents, business disruption or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentloss of profits or business.

Casualty. (a) In A&M has heretofore made available to Purchaser evidence of the event nature and extent of all fire and casualty insurance on any of the Leased Premises maintained by A&M and Sellers, a list of which is set forth on SCHEDULE 7.6, which insurance A&M and Sellers agree to maintain in effect until the Closing. If, prior to the Closing, any Assets are damaged by firedestroyed or become inoperable as a result of any casualty, explosion loss or damage in an amount, individually and without reference to any other casualty which canoccurrences 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 be repaired, restored or replaced such 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 Lessor written notice, terminate this Agreement, without any further obligation to its original condition within ninety Sellers. If, notwithstanding a Material Casualty Loss, Purchaser shall not have 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 (90) days from with no reduction in the date Purchase Price), but at the Closing, Sellers shall assign all proceeds of insurance relating to such casualty, loss or damage to Purchaser, and 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 reasonable and appropriate actions to repair, restore or replace the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the right damaged property to terminate this Lease upon written notice a condition substantially equivalent to the other party within thirty (30) days of the date of condition thereof immediately prior to such casualtyMaterial Casualty Loss. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In A. If the event the Leased Premises or any part thereof are damaged by fire, explosion fire or any other casualty which cannot be restored by Lessor to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor Tenant shall give immediate notice to Landlord. Landlord shall have the right to terminate this Lease upon written notice cause such damage to the other party be repaired within thirty (30) days of the date of such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of from the casualty, commence actual construction and restoration of . If the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other not rendered tenantable within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such said thirty (30) day period, then Lessor either party shall have no right the option to terminate cancel this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the Lease. Upon such election to cancel rent shall be allowed from payable only to the date when of the damage occurred casualty. All repairs to and replacements of Tenant's Property and Improvements shall be made by, and at the expense of Tenant. To the extent that the Premises have been rendered unfit for use and occupation hereunder by reason of such damage, a portion of the Base Rent as adjusted in accordance with Section 4 hereof shall be abated until the date Lessor completes its work said proportion Premises shall have been restored. Landlord shall not be liable for delays in the making of any repairs to the Premises which are due to governmental regulations, casualties and strikes, unavailability of labor and materials, and other causes beyond the control of Landlord, nor shall Landlord be computed on liable for any inconvenience or annoyance to Tenant or injury to the basis business of Tenant resulting from delays in repairing such damage to the Premises; provided, however, that during any such period of delay, Base Rent as adjusted in accordance with 4 hereof shall be equitably abated. B. If the Building or any part thereof is so damaged by such fire or other casualty that substantial alteration or reconstruction of the relation which Building shall be required, then this Lease may be terminated at the gross square foot area election of either party by giving a written notice of termination to the other party within one hundred eighty (180) days following such fire, or other casualty. In the event of any such termination, this Lease shall expire as of such effective termination date and Base Rent, as adjusted in accordance with Section 8 hereof, shall be apportioned and terminate as of the space rendered untenantable bears to the floor space date of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentcasualty.

Casualty. (a) In the event the Leased Premises are shall be damaged or destroyed during the Term, Landlord shall promptly proceed to repair, restore, replace, or rebuild the Leased Premises (excluding restoration of any alterations made by fireTenant to the Leased Premises) to substantially the same condition in which the same were immediately prior to such damage or destruction, explosion and Landlord thereafter shall diligently prosecute said work to completion without delay or any other casualty which interruption. Notwithstanding the forgoing, if the damage to the Leased Premises is so substantial that (a) the repair, restoration or rehabilitation of such damage cannot reasonably be restored by Lessor expected to its original condition be substantially completed within ninety (90) 180 days from the date of such casualtydamage, or if (b) the damage to the Leased Premises are totally destroyed by such casualtyis so substantial that the estimated repair costs exceed $100,000, (c) the damage occurs within the last twelve (12) weeks of the Term, or (d) the Building 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 both the Lessee and the Lessor have the right either party may elect to terminate this Lease upon by giving written notice to the other party within thirty (30) days of the date of such casualty. (b) If neither party elects . Furthermore, notwithstanding the foregoing, in no event shall Landlord's obligation to so terminaterepair, Lessor shallrestore, within forty-five (45) days of the date of the casualtyreplace, commence actual construction and restoration of or rebuild the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in exceed the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess amount of the insurance proceeds received by Landlord in connection with such casualty. In the event the Leased Premises, or any part thereof, are destroyed or damaged to complete the restoration and if Lessor fails extent the Leased Premises cannot be occupied due to promptly reimburse Lessee then Lessee such casualty ("Untenantable Premises"), there shall be entitled to exercise an abatement of Base Rent due Landlord by Tenant for the remedies set forth in this Lease; period of time commencing on the date of such casualty and continuing until the earlier of (2a) seek specific performance to require Lessor to commence and diligently complete their restoration; the day that Tenant re-occupies the Untenantable Premises, or (3b) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lesseefollowing the completion of Landlord's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationrepair obligation as above stated. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. If the Building Premises, Office Premises or any future improvements on the Building Premises or the Ground Premises (acollectively, the “Improvements”) In shall be damaged or rendered wholly or partially untenatable by fire or other casualty during the event Term of this Lease, Lessee shall be entitled to a fair diminution of the Rent until such time as the Leased Premises are damaged by firemade tenantable, explosion or any other casualty which cannot be restored by Lessor subject, however, to its original condition within ninety (90) days from the date of such casualty, or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor have the Lessee’s right to terminate this Lease upon written notice 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 repair the Improvements to substantially their former condition, or to such other condition reflecting current market conditions as Lessor may approve, which approval shall not be unreasonably withheld. Lessee’s obligation to rebuild shall not be limited by the amount of insurance proceeds available for rebuilding. In case of any damage or destruction to the other party 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 Lessor within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. This Lease shall then terminate on the date specified in the notice, except as provided below and except with respect to obligations and liabilities of Lessor and Lessee under this Lease that have arisen on or before such date of termination. In the event of termination, the insurance proceeds payable in connection with the damage or destruction of the Improvements shall be 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 such casualtytermination. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days of the date of the casualty, commence actual construction and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. (c) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In If, at any time after the event the Leased Premises are Effective Date and prior to Closing or earlier termination of this Agreement, a Property is damaged or destroyed by fire, explosion fire or any other casualty which cannot be restored by Lessor (a “Casualty”), the Seller shall give written Notice of each such Casualty to its original condition within ninety (90) days from the date Purchaser promptly after the occurrence of such casualtyCasualty, or if and then the Leased Premises are totally destroyed by such casualty, then both the Lessee and the Lessor Purchaser shall have the right to terminate this Lease upon elect, by providing written notice Notice to the other party Seller within thirty (30) days Calendar Days after the Purchaser’s receipt of the date Seller’s written Notice of such casualty. Casualty, to (a) terminate this Agreement in its entirety, (b) If neither party elects terminate this Agreement with respect to so terminate, Lessor shall, within forty-five (45) days the Property that is the subject of the date of the casualty, commence actual construction Casualty and restoration of the Leased Premises to its original condition and proceed with due diligence until completed. Any changes receive a corresponding reduction in the restoration required by Lessee which increases Purchase Price based on the cost of Talega Allocated Purchase Price or the restoration shall be paid for by Valencia Allocated Purchase Price, as applicable (the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. “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 neither party has the Purchaser fails to provide written Notice of its election to the Seller within such 30 Calendar Day time period, then the Purchaser shall be deemed to have elected to terminate and Lessor for any reason fails proceed to commence Closing pursuant to clause (b) of this preceding sentence. If the actual construction and restoration Closing is scheduled to occur within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon Purchaser’s thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein Calendar Day election period, the Closing Date shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of postponed until the date which is five (5) Business Days after the expiration of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day Calendar Day election period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (ai) In If the event Building, the Leased Premises Premises, or the Appurtenances are damaged by firefire or other casualty, explosion Tenant shall provide Landlord with immediate notice and Landlord shall promptly obtain a bid for the repair or restoration (but not with respect to Tenant's Property) and shall deliver to Tenant notice, together with a statement prepared by a reputable contractor or architect setting forth the contractor's or architect's estimate, of the time required to repair the damage (the "Repair period"), said notice being given to Tenant within 30 days after the date of the damage (unless Landlord completes such repairs within the 30 days) . For purposes of determining the Repair period, it shall be deemed to commence on the date of Landlord's receipt from Tenant of notice of the damage. If the Repair period is determined to be longer than 365 days (such estimate being referred to as the "outside Repair Period") and if such damage will prevent Tenant's ability to carry on its business operations during the outside Repair period as reasonably determined by Tenant, Tenant shall give Landlord notice thereof ("Interruption Notice") within 30 days after notice of the outside Repair period. If Tenant gives Landlord the Interruption Notice, either Landlord or Tenant may elect to terminate this Lease by giving notice to the other ("Termination Notice") within 15 days after the Interruption Notice, of a date on which the termination shall be effective, which date shall be not less than 30 days nor more than 90 days after the Termination Notice. If Landlord shall, in `good faith, dispute Tenant's determination that the damage will prevent Tenant's ability to carry on its business operations during the outside Repair period, then Landlord shall have the right to require the matter to be arbitrated pursuant to the arbitration provisions of Section 33 and any other casualty which cantermination by Tenant shall not be restored deemed effective until a final decision Is rendered pursuant thereto. Upon such termination, this Lease, including the obligation of Tenant to pay the Rent, shall cease as of the date of termination as though by Lessor to its original condition within ninety (90) days lapse of time, provided, however, that the Rent shall equitably xxxxx from the date of such casualtythe damage. (ii) If the Lease Is not terminated and Landlord undertakes to repair and restore and comply with the provisions of Section 91b1 below, or if and the Leased Premises are totally destroyed by such casualtyoutside Repair period is longer than 365 days, then both Landlord shall deliver to Tenant between the Lessee 90th and 120th day a statement prepared by the Lessor contractor or architect of the time remaining to complete the repair and restoration ("Second Repair Notice"). If the Second Repair Notice indicates that the period for repair will extend more than 90 days after the original estimated outside Repair period (except for delays due to Force Majeure and except that the period shall be extended one day for each day of delay caused by Tenant's acts or omissions), then Tenant shall have the a right to terminate this Lease upon written by notice to Landlord and upon such termination, Tenant's obligations hereunder, including the other party within thirty (30) days obligation to pay Rent, shall cease as ,of the day of such termination, provided, however, Rent shall xxxxx equitably for that portion of the Premises so damaged or rendered untenantable from the date of such casualtythe damage. (b) If neither party elects the Lease is not terminated: (I) the Rent shall xxxxx for the period the Premises are untenantable, and if a portion of the premises are tenantable, Tenant shall pay the Rent for only such portion of the Premises which Tenant in its reasonable judgment may reasonably occupy; and (ii) all repairs necessary to so terminaterestore the Premises to their original condition (subject, Lessor shallhowever, to the limitations of law and the availability of materials) shall be: (1) commenced within forty-five 30 days after the occurrence of such damage (45obtaining plans, specifications, estimates and permits and demolition work shall be deemed part of Landlord's commencement); (2) days performed in a diligent and workmanlike manner with material at least consistent with that in the Building (subject, however, to the limitations of law and the availability of materials), the Premises, and the Appurtenances as of the date of this Lease; (3) completed by Landlord at its expense and, to the casualtyextent practicable, commence actual construction with minimum interference to Tenant's normal business operations. Anything in the foregoing to the contrary notwithstanding, Landlord shall have no obligation to restore and restoration repair if the event which causes the damage or destruction is one which cannot be insured by the policy of insurance described in Section 10 below, or if the insurance company issuing coverage fails to fund the proceeds of the Leased Premises applicable policy due to its original condition insolvency or with respect to any claims involving Tenant; provided that Landlord's failure to restore and proceed with due diligence until completed. Any changes repair for such reasons shall not affect Tenant's right to terminate this Lease for failure to repair and restore as provided in the restoration required by Lessee which increases the cost of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehiclesthis Lease. (c) If neither party has elected Landlord shall carry for the benefit of Landlord, Landlord's lender and Tenant rent loss insurance sufficient to terminate cover the Fixed Rent and Lessor additional rent at least equal to the real estate taxes, and operating expenses for any reason fails the prior year, payable for a period of 12 months, or such greater coverage as Landlord may elect. Landlord shall obtain such insurance from an insurance company licensed to commence do business in the actual construction and restoration within forty-five (45) days after the date State of written notice from Lessee Connecticut with one of the casualtyfollowing ratings: Best's rating of at least A:XII, or commences within Xxxxx'x of at least Aa2, or a standard and Poor's rating of at least AA. Landlord shall provide Tenant evidence of such time period but fails to complete the actual construction and restoration within forty-five (45) days after coverage, upon request. The cost of such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds maintained by Landlord shall be either paid by Tenant to Lessee from any escrow otherwise reimbursed by Lessor to LesseeLandlord, and in addition thereto, Lessor shall reimburse Lessee for any as additional rent hereunder (together with the cost or expense incurred in excess of the insurance proceeds other Landlord insurances described herein being referred to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth as "Insurance Premium Costs"), as provided in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration10(f). (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In If at any time during the event term of this Lease, including any extension or renewal thereof, the Leased Building and the Premises are damaged by firefire or other casualty, explosion then, unless this Lease is terminated by Landlord as hereinafter provided, Landlord shall be obligated to promptly commence, and thereafter prosecute with due diligence, the reconstruction, restoration and repair of the Building and the Premises to a condition substantially equivalent to that existing immediately prior to the casualty. If the damage renders the Premises inaccessible or any other casualty which untenantable in whole or in part, Stated Rentals provided for herein shall axxxx thereafter as to the portion of the Premises so effected until such time as same is accessible and restored to a tenantable condition, as reasonably determined by Landlord. (b) If (i) the Building is damaged to an extent that Landlord’s good faith estimate of the cost of reconstruction, restoration and repair thereof exceeds sixty percent (60%) of the replacement cost of the Building, (ii) the reconstruction, restoration and repair of the Premises or the Building cannot with reasonable diligence be restored by Lessor to its original condition completed within ninety one hundred eighty (90180) days from after the date of such casualty, or if (iii) the Leased Premises are totally destroyed by such casualtycasualty occurs during the last twelve (12) calendar months of the term of this Lease, then both the Lessee and the Lessor in any such event Landlord shall have the right to terminate this Lease upon right, exercisable by written notice given to the other party Tenant at any time within thirty (30) days after the occurrence of the date of casualty, to elect not to reconstruct, restore or repair the Premises, and in such casualty. (b) If neither party elects to so terminate, Lessor shall, within forty-five (45) days event this Lease shall be terminated in all respects effective as of the date of the casualty, commence actual construction and restoration Stated Rentals shall be prorated to the date of the Leased Premises to its original condition casualty, and proceed with due diligence until completed. Any changes in the restoration required by Lessee which increases the cost of the restoration parties hereto shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehiclesreleased from any obligations thereafter accruing under this Lease (except as otherwise provided herein). (c) If neither party has elected Notwithstanding anything contained in this Section 6.03, in no event shall Landlord be required to terminate expend more to reconstruct, restore and Lessor for any reason fails to commence repair the actual construction and restoration within forty-five (45) days after Building than the date of written notice amount actually received by Landlord from Lessee the proceeds of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the property insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed carried by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; (3) terminate this Lease upon thirty (30) days written notice to Lessor without waiving Lessee's right to damages for Lessor's failure to perform. The rights granted herein shall be in furtherance, and not in limitation, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days of the date of the casualty; provided, however, if Lessor notifies Lessee that it intends to terminate this Lease under this Section, but Lessee does not desire to do so and elects to exercise an unexercised option to renew this Lease by giving written notice to Lessor of such election within such thirty (30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restorationLandlord. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment.

Casualty. (a) In Section 10.01. If the event the Leased Premises are Building is damaged or destroyed by fire, explosion explosion, the elements or any other casualty which otherwise during the Term so as to render the Building unfit for Tenant to conduct its business, or should the Demised Premises be so badly injured that the same cannot be restored by Lessor to its original condition reasonably repaired within ninety two hundred seventy (90270) days from the date happening of such casualtyinjury, or if then, and in such case, the Leased Premises are totally destroyed by such casualtyTerm hereby created shall, then both at the Lessee and the Lessor have the right to terminate this Lease upon written notice to the other party option of Tenant, exercised within thirty (30) days of the date casualty, terminate upon the giving of such casualty. (b) If neither party elects to so terminatea written notice of termination. Additionally, Lessor shall, if the Demised Premises are not in fact repaired within forty-three hundred sixty five (45365) days of the date 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, commence actual construction and restoration terminate this Lease unless the repairs to the Demised Premises are completed within the Notice/Cure Period. In either of the Leased Premises aforesaid cases, Landlord shall have a similar right to its original condition and proceed with due diligence until completed. Any changes in cancel this Lease if at the restoration required by Lessee which increases the cost time of the restoration shall be paid for by the Lessee. During such restoration, Lessor shall keep the parking areas free and clear of debris and materials and vehicles. casualty (cA) If neither party has elected to terminate and Lessor for any reason fails to commence the actual construction and restoration within forty-five (45) days after the date of written notice from Lessee of the casualty, or commences within such time period but fails to complete the actual construction and restoration within forty-five (45) days after such commencement, then Lessee shall have the right, but there is not the obligation, to: (1) perform the restoration at the sole cost and expense of Lessor in which event the insurance proceeds shall be either paid to Lessee from any escrow otherwise reimbursed by Lessor to Lessee, and in addition thereto, Lessor shall reimburse Lessee for any cost or expense incurred in excess of the insurance proceeds to complete the restoration and if Lessor fails to promptly reimburse Lessee then Lessee shall be entitled to exercise the remedies set forth in this Lease; (2) seek specific performance to require Lessor to commence and diligently complete their restoration; least three (3) terminate this years remaining to the Lease upon thirty Term (30as the same may be extended by Tenant exercising any available renewal); or if (B) days written notice Landlord’s mortgagee will not make insurance proceeds available to Lessor without waiving Lessee's right Landlord to damages for Lessor's failure to perform. The rights granted herein shall be in furtherancerestore the Demised Premises and/or Building, and said proceeds are not in limitationadequate to restore the Demised Premises and/or Building. If a notice of termination is given, of all other rights of Lessee under the Lease or at law or in equity; or (3) in the event the Leased Premises are damaged in excess of fifty (50%) percent of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the other within thirty (30) days shall terminate effective as of the date of such damage or destruction, and Tenant shall immediately surrender the casualty; providedDemised Premises and all Tenant’s interest therein to Landlord, howeverand pay Basic Rent to the time of such damage or destruction, if Lessor notifies Lessee that it intends to terminate and Landlord may re-enter and repossess the Demised Premises discharged from this Lease under this Sectionand may remove all parties therefrom. Section 10.02. Should the Building be rendered untenantable and unfit for Tenant’s business operations, but Lessee does not desire yet be repairable within two hundred seventy (270) days from the happening of said injury, Landlord will, provided the mortgagee makes the proceeds of any casualty insurance required to do so and elects be carried pursuant to exercise an unexercised option to renew this Lease available to Landlord to restore and further provided that the insurance proceeds so received are adequate to restore the Building and/or the Demised Premises and any other Improvements on the Demised Premises, enter and repair the same with reasonable speed, and the Basic Rent shall not accrue after said injury or while repairs are being made, but shall recommence immediately after such repairs shall be completed. Section 10.03. If the Building shall be so slightly injured as not to be rendered untenantable and unfit for Tenant’s business operations, Landlord shall repair the same with reasonable promptness and the Basic Rent accrued and accruing shall not cease or terminate, except as to that portion of the building which is not usable during construction. Tenant shall immediately notify Landlord in case of fire or other damage to the Building or Demised Premises. Section 10.04. Landlord shall promptly enter and repair the Building and any other Improvements on the Demised Premises with reasonable speed, making due allowance for conditions beyond Landlord’s control, including, but not limited to time lost in adjusting insurance claims and strikes, and the Basic Rent shall not accrue after such injury and while repairs are being made, provided Landlord receives the proceeds of rent insurance maintained by giving written notice Landlord. In the event Tenant agrees to Lessor of such election within such thirty (30) day periodreoccupy after the injury, then Lessor rent shall recommence immediately after said repairs shall be completed and Landlord delivers possession thereof to Tenant, subject to a reasonable concession period for Tenant to repair and restore Tenant’s improvements and operations. Landlord shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the restoration. (d) If the casualty, repairing, or rebuilding shall render the Leased Premises untenantable, or in a condition which renders the Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of the rent shall be allowed from the date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the floor space of the Leased Premises. If Lessor is required or elects obligation to repair the Leased Premises as herein provided, Lessee shall replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipmentor restore Tenant’s improvements.