Common use of Casualty Clause in Contracts

Casualty. In the event the Premises are damaged or destroyed by fire, lightning, storm, or other casualty, the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereof.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord's obligation hereunder with respect to the Landlord shallLeased Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally made by Landlord, within ninety (90) days following if any. Rent shall proportionately xxxxx during the casualty, repair time that the Leased Premises or rebuild the Premises to their condition immediately prior to part thereof are unusable because of any such casualty, at its own cost and expensedamage. Notwithstanding anything herein to the contraryforegoing, in if the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Leased Premises are substantially damaged (i.e. repair costs exceed $100,000.00a) so destroyed that they cannot be repaired or rebuilt within the last one hundred eighty (180) days of from the Term and the Tenant does not exercise a renewal option, if applicablecasualty date; or (iib) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage destroyed by a casualty that is not covered by the Landlord’s insuranceinsurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days' written notice to the other party, terminate this Lease with respect to matters thereafter accruing. Notwithstanding anything herein to the contrarycontrary contained herein, in any if the damage to the Leased Premises or the Building is a partial casualty that effects more than twenty percent (20%) of the following eventsLeased Premises and has not been repaired and the Leased Premises made ready for occupancy within sixty (60) days after the date of the casualty, damage or destruction, then the Tenant shall have the right and option to terminate this LeaseLease by giving written notice to Landlord at any time within fifteen (15) days after the end of such sixty (60) day period. Additionally, effective as of if the damage is to such an extent that it cannot reasonably be repaired and the Premises made ready for occupancy within sixty (60) days after the date of the casualty, with rent being prorated as of damage or destruction, then Tenant may terminate this Lease within fifteen (15) days after the date of such the casualty,: (i) , damage or destruction by giving written notice to Landlord. Following any casualty loss which renders the Premises are damaged untenantable, Tenant shall be entitled to an extent that repair cannot be or is not completed within ninety (90) days following abatement of rent from the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days date of the Term; damage or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent destruction until the Premises are rendered unusable by tenantable notwithstanding any negligence on the part of Tenant. If only a portion of Premises is rendered untenantable, then Tenant's rent shall be partially abated taking into account the diminution in value of the Tenant’s reasonable judgmentPremises. If this Lease is terminated, in the conduct of its business. Such abatement Rent shall continue until the earlier be prorated to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this areacasualty, which may include, but not be limited to, the State Fire Marshal. The Landlord damage or destruction and any prepaid Rent or other prepaid amounts shall be responsible for maintenance and repair of all fire protection equipment necessary refunded to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofTenant.

Casualty. In Prior to the event Closing Date, and notwithstanding the Premises are pendency of this Agreement, the entire risk of loss or damage by fire or other casualty shall be borne and assumed by Seller, except as otherwise provided in this Section 10. 1. Until the Closing has occurred, Seller shall keep all insurance policies in effect. If, prior to the Closing Date, any part of the Property is damaged or destroyed by fire, lightning, storm, fire or other casualty, Seller shall immediately notify Purchaser of such fact. If such damage or destruction is material (as defined below), Purchaser shall have the Landlord shall, within ninety option to terminate this Agreement upon written notice to Seller given not later than thirty (9030) days following after receipt of Seller's notice. For purposes hereof "material" shall be deemed to be any uninsured damage or destruction to the casualtyProperty (except that a casualty shall not be deemed uninsured solely because all, or a portion of, the cost of the casualty is subject to a deductible) or any insured damage or destruction (i) where the cost of repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contraryreplacement is estimated, in Purchaser's good faith judgment, to be One Hundred Thousand and No/100 ($100,000.00) or more, (ii) where the following eventsrepair or replacement is estimated, in Purchaser's good faith judgment, to require more than one hundred twenty (120) days to repair, or (iii) which would result in an abatement of rent that would not be fully covered by rent loss insurance (or its equivalent) to Seller upon the Landlord Closing. If Purchaser does not exercise this option to terminate this Agreement, or if the casualty is not material, neither party shall have the right to terminate this LeaseAgreement, effective as and the parties shall proceed to the Closing pursuant to the terms hereof without modification of the date terms of this Agreement and without any reduction in the Purchase Price, and the repair and restoration of the Property shall proceed in accordance with the terms and provisions of the Lease to be entered into between Seller and Purchaser with the same effect as if such casualty had occurred during the term of the Lease. If Purchaser does not elect to terminate this Agreement by reason of any casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant Purchaser shall have the right to terminate this Lease, effective as participate in any adjustment of the date of the casualtyinsurance claim and, with rent being prorated as of the date of in such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areasevent, if any, are damaged resulting in a material interference Purchaser and Seller shall cooperate each with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, other in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofgood faith.

Casualty. In (a) If at any time during the event term of this Lease, including any extension or renewal thereof, the Premises are Building is damaged or destroyed by fire, lightning, storm, fire or other casualty, then, unless this Lease is terminated by Landlord as hereinafter provided, Landlord shall be obligated to promptly commence, and thereafter prosecute with reasonable diligence, the Landlord shallreconstruction, restoration and repair of the Building and the Premises to a condition substantially equivalent to that existing immediately prior to the casualty. If the damage renders the Premises inaccessible or untenantable in whole or in part, the Rent provided for herein shall xxxxx thereafter as to the portion of the Premises so affected until such time as same is accessible and restored to a tenantable condition, as reasonably determined by Landlord. (b) If (i) the Building is damaged to an extent that Landlord’s good faith estimate of the cost of reconstruction, restoration and repair thereof exceeds sixty percent (60%) of the replacement cost of the Building, (ii) the reconstruction, restoration and repair of the Premises or the Building cannot with reasonable diligence be completed within ninety two hundred seventy (90270) days following after the casualty, repair or rebuild (iii) the Premises to their condition immediately prior to casualty occurs during the last twelve (12) calendar months of the term of this Lease, then in any such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the event Landlord shall have the right right, exercisable by written notice given to terminate Tenant at any time within thirty (30) days after the occurrence of the casualty, to elect not to reconstruct, restore or repair the Premises, and in such event this Lease, Lease shall be terminated in all respects effective as of the date of the casualty, with rent being all Rent shall be prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated and the parties hereto shall be released from any obligations thereafter accruing under this Lease (except as of otherwise provided herein). Notwithstanding the date of such casualty,: (i) foregoing, in the event the Premises are or the Building is damaged by a casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to an extent that repair conducted immediately before such casualty and Landlord estimates that the damage caused thereby cannot be or is not completed repaired within ninety two hundred ten (90210) days following after the casualty; , which notice Landlord agrees to provide within forty-five (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (18045) days of the Term; or (iii) the common areasafter such casualty, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event then Tenant may terminate this Lease is not terminated, the rent shall be reduced during the period of repair or restoration by delivering written notice to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct Landlord of its business. Such abatement shall continue until the earlier election to occur of (a) the date the Tenant reopens for business; or (b) terminate within thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards notice from landlord of the authority having jurisdiction over estimate of time needed to repair the damage. (c) Notwithstanding anything contained in this areaSection 6.3, which may includein no event shall Landlord be required to expend more to reconstruct, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance restore and repair of all fire protection equipment necessary to conform to the requirements Building than the amount actually received by Landlord from the proceeds of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofproperty insurance carried by Landlord.

Casualty. (a) In the event that, as a result of a casualty, whether (i) insured against by the State or (ii) intended and deemed by the State to be the subject of its general plan to provide against and cover such casualty or loss by self-insurance or self-retention, the Demised Premises is damaged without the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are damaged or destroyed by fire, lightning, stormdoing business with the Lessee, or other casualtywho are at the Demised Premises with the Lessee’s consent, so as to render the Landlord shallDemised Premises untenantable in whole or part, then: (1) If the State finds that the necessary repairs or rebuilding can be completed within ninety (90) days following after the casualtyoccurrence of the damage, the State shall repair or rebuild with due diligence, and the Rent hereunder shall be abated only for the period from the occurrence of the damage to the earlier of: (i) sixty (60) days after the completion of the repairs or rebuilding, or (ii) the Lessee’s reopening for business at the Demised Premises, whether or not the work of repair or rebuilding is actually completed within the said ninety (90) days; or (2) If the State finds that such repairs or rebuilding cannot be completed within ninety (90) days after the occurrence of the damage, or if the State concludes that areas other than the Demised Premises also require rebuilding, then the State shall have the options: (i) to proceed with due diligence to repair or to rebuild the Demised Premises as necessary; or (ii) to terminate this Lease as to the entire Demised Premises; and in the case of (i), the Rent hereunder shall be abated either as the case may require for the period from the occurrence of the damage to the earlier of: (a) sixty (60) days after the completion of the repairs or rebuilding, or (b) the Lessee’s reopening for business at the Demised Premises, or for the period from the occurrence of the damage to the effective date of termination. In the event that the casualty is due to the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are doing business with the Lessee, or who are at the Demised Premises with the Lessee’s consent, then, the State shall repair or rebuild the Premises to their condition immediately prior to such casualtyDemised Premises, with due diligence, at its own the Lessee’s sole cost and expense. Notwithstanding anything herein The State’s cost thereof shall be paid within twenty (20) days of demand. (b) The Parties do hereby stipulate that neither the provisions of Section 227 of the Real Property Law of the State of New York nor those of any other similar statute shall be extended or apply to this Lease Agreement. (c) The Lessee shall give the State immediate notice, in compliance with Section 16 of this Lease, in case of fire, accident or casualty to the contrary, Demised Premises or elsewhere in the following eventsPlaza if the occurrence elsewhere in the Plaza is known to and involves the Lessee, its officers, members, employees, agents, representatives, contractors, or is known to any of them and involves customers, guests or invitees of the Lessee. (d) In the event of a partial or total destruction of the Demised Premises, the Landlord Lessee shall immediately remove any and all of its property and debris from the Demised Premises or the portion thereof destroyed, and if the Lessee does not promptly so remove, the State may remove the Lessee's property to a public warehouse for deposit or retain the same in its own possession and sell the same at public auction, the proceeds of which shall be applied first to the expenses of removal, storage and sale, second to any sums owed by the Lessee to the State, with any balance remaining to be paid to the Lessee; if the expenses of such removal, storage and sale shall exceed the proceeds of sale, the Lessee shall pay such excess to the State upon demand. (e) The Lessee shall have the right to terminate this Lease, effective as of Lease if the date of the casualty, with rent being prorated as of the date of damage is such casualty, by written notice to the Tenant within sixty (60) days following such casualtythat: (ia) the Demised Premises cannot be (or are substantially damaged (i.e. repair costs exceed $100,000.00not) restored within the last one hundred eighty (180) days from the date of damage; (b) the damage or destruction is caused by a peril not required to be insured against hereunder; or (c) the damage or destruction occurs during the last two (2) years of the Term and the Tenant does not exercise a renewal option(or any renewal, if applicable; extension or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00holdover thereof) and the damage is Lessee has not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in previously exercised any of the following events, the Tenant shall option rights it may have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofsucceeding extension terms.

Casualty. In If during the event Term of this Lease, any portion of the Premises, access to the Premises are or any part of the Building which is essential to the use of the Premises is damaged or destroyed by firedestroyed, lightning, storm, this Lease shall remain in full force and effect and Landlord shall promptly commence to repair and restore the damage or other casualty, destruction to substantially the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their same condition immediately as existed prior to such casualty, at its own cost damage and expenseshall complete such repair and restoration with due diligence in compliance with all then existing laws. Notwithstanding anything herein the foregoing, if (1) such damage or destruction cannot, in Landlord’s contractor’s reasonable estimate, be repaired within 365 days following such damage or destruction; or (2) more than forty percent (40%) of the Building is damaged or destroyed; or (3) any Mortgagee of the Building will not allow the application of insurance proceeds for repair and restoration (pursuant to the contraryterms of such Mortgagee’s and Landlord’s loan documents); or (4) the damage or destruction (including any rent abatement Tenant is, or is anticipated to be, entitled to pursuant to the terms hereof) is not covered in full by Landlord’s Insurance required by Paragraph 16, subject to the deductible, or (5) the damage or destruction occurs within the last twelve (12) months of the Term of this Lease or any extension hereof, then Landlord may, in its sole discretion, terminate this Lease by delivery of notice to Tenant within 30 days of the date Landlord learns of the damage; provided, however, in the following eventscase of clauses (2) and/or (4) above, if Xxxxxx agrees in writing to fund the restoration and pay rent hereunder to the extent the loss is not fully covered by Landlord’s insurance, Landlord shall not be entitled to terminate this Lease pursuant to such clauses (2) and/or (4) above so long as Tenant promptly provides Landlord with adequate assurances that such funds are fully and promptly available to Landlord (e.g., Landlord shall have the right right, in its sole discretion, to require that Tenant escrow such funds). Further notwithstanding the foregoing, if (i) such damage or destruction cannot, in Landlord’s contractor’s reasonable estimate, be repaired within 365 days following such damage or destruction, or (ii) such damage or destruction is not fully repaired within twelve (12) months following the date of such damage or destruction, extended to the extent of any delays caused by Tenant and any delays of force majeure, or (iii) the damage or destruction occurs within the last twelve (12) months of the Term of this Lease or any extension hereof, then Tenant may, in its sole discretion, terminate this Lease, effective as Lease by delivery of notice to Landlord within 30 days of the date of the casualty, with rent being prorated as of damage (if Tenant is exercising its right to terminate for the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: reason set forth in clauses (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (iiiii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contraryabove), in any of the following events, the Tenant shall have the right to terminate this Lease, effective as or within 10 days of the date of the casualty, with rent being prorated as of damage (if Tenant is exercising its right to terminate for the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; reason set forth in clause (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofabove).

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, fire or other casualty, Landlord agrees to promptly restore and repair the Landlord shallLeased Premises; provided, within ninety (90) days following however, Landlord's obligation hereunder shall be limited to the casualtyreconstruction of such of the tenant finish improvements as were originally required to be made by Landlord, repair if any. Rent shall proportionately abate during the time that the Leased Premises or rebuild the Premises to their condition immediately prior to part thereof are unusabxx xxcause of any such casualty, at its own cost and expensedamage. Notwithstanding anything herein to the contraryforegoing, in if the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: Leased Premises are (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) so destroyed that they cannot be repaired or rebuilt within the last one hundred eighty (180) days of from the Term and the Tenant does not exercise a renewal option, if applicablecasualty date; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage destroyed by a casualty which is not covered by the Landlord’s insurance. Notwithstanding anything herein insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the contraryBuilding and the Leased Premises; then, in any case of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: a clause (i) casualty, either Landlord or Tenant may, or, in the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; case of a clause (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areascasualty, if anythen Landlord may, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) upon thirty (30) calendar days after substantial completion of Landlord’s repair or restoration workdays' written notice to the other party, terminate this Lease with respect to matters thereafter accruing. The Landlord shall provide for fire protection during the Term in accordance Tenant waives any right under applicable laws inconsistent with the fire safety standards terms of this paragraph and in the event of a destruction agrees to accept any offer by Landlord to provide Tenant with comparable space within the project in which the Leased Premises are located on the same terms as this Lease. Notwithstanding the provisions of this paragraph, if any such damage or destruction occurs within the final two (2) years of the authority having jurisdiction over this areaterm hereof, which may includethen Landlord, but not be limited toin its sole discretion, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform may, without regard to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofaforesaid 180-day period, terminate this Lease by written notice to Tenant.

Casualty. Landlord and Tenant hereby acknowledge and agree that the following is hereby added at the end of Section 11.2 of the Office Lease: “In the event Landlord elects to make the repairs, Landlord, within sixty (60) days after the occurrence of any damage that renders the Premises are damaged or destroyed unfit for occupancy, shall cause to be delivered to Tenant an estimate, prepared by firea qualified, lightningindependent, stormexperienced and reputable architect, or other casualtyof the number of days, the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of measured from the date of the casualty, with rent 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 prorated as of commenced, or (B) the date of such casualty, by written notice to the Tenant repairs are not actually completed within sixty (60) days following such casualty: after the period of time set forth in the Repair Estimate (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term subject to extension for delays caused by Force Majeure and the Tenant does not exercise a renewal optiondelays caused by Tenant), if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this LeaseLease 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 “Damage Termination Notice”), effective as of a date set forth in the date of Damage Termination Notice (the casualty“Damage Termination Date”), with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair canwhich Damage Termination Date shall not be or is not completed within ninety less than ten (9010) business days following the casualty; (ii) end of each such month. Notwithstanding the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the last one hundred eighty (180) days right to suspend the occurrence of the Term; or (iii) the common areas, if any, are damaged resulting in Damage Termination Date for a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) ending thirty (30) calendar days after substantial completion the Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards receipt of the authority having jurisdiction over this areaDamage Termination Notice, which may includea certificate of Landlord’s contractor responsible for the repair of the damage certifying that it is such contractor’s good faith judgment that the repairs shall be substantially completed within thirty (30) days after the Damage Termination Date. If repairs shall be substantially completed prior to the expiration of such thirty (30) day period, then the Damage Termination Notice shall be of no force or effect, but if the repairs shall not be limited tosubstantially completed within such thirty (30) day period, then this Lease shall terminate upon the State Fire Marshal. The Landlord shall be responsible for maintenance and repair expiration of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofsuch thirty-day period.”

Casualty. In Tenant immediately shall give written notice to Landlord of any damage to the event Premises, the Premises Building, Project, or the Land. If the Premises, Building, Project, or the Land are damaged or totally destroyed by fire, lightning, storman insured peril, or other casualtyso damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within two hundred ten (210) days after the date of Landlord’s actual knowledge of the damage, then Landlord shallmay terminate this Lease by delivering to Tenant written notice of termination within thirty (30) days after the damage. If the Premises, Building, Project, or the Land are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within two hundred ten (210) days after the date of Landlord’s actual knowledge of the damage, then Landlord may, at its expense, relocate Tenant to space reasonably comparable to the Premises, provided that Landlord notifies Tenant of its intention to do so in a written notice delivered to Tenant within thirty (30) days after the damage. Such relocation may be for a portion of the remaining Term or the entire Term. Landlord shall complete any such relocation within ninety (90) days after Landlord has delivered such written notice to Tenant. If the Premises, Building, Project, or the Land are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant makes) within two hundred ten (210) days after the date of Landlord’s actual knowledge of the damage, and if Landlord does not elect to relocate Tenant following such damage to the Premises or the Building, and a Tenant Party did not cause such damage, then Tenant may terminate this Lease by delivering to Landlord written notice of termination within (15) days following the casualty, repair or rebuild date on which Landlord notifies Tenant in writing of the estimated time for the restoration. If Landlord estimates that the Premises will remain untenantable for in excess of two hundred ten (210) days, then Tenant may elect to their condition immediately terminate this Lease by written notice delivered to Landlord within thirty (30) days following Landlord’s delivery to Tenant of the estimated duration that the Premises will remain untenantable. If Landlord estimated the duration that the Premises would remain untenantable at two hundred ten (210) days or less, and following two hundred ten (210) days’ from the date of casualty the Premises remains untenantable, then Tenant may thereafter terminate this Lease upon ten (10) business days’ prior written notice to Landlord (and such casualty, at its own cost and expense. Notwithstanding anything herein to termination shall be effective unless Landlord delivers the contrary, Premises in the following events, required condition within said ten (10) business day period). If Landlord estimated the Landlord shall have duration that the right Premises would remain untenantable at more than two hundred ten (210) days (but neither party elected to terminate this Lease), effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) and the Premises are substantially damaged remains untenantable for more than thirty (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (9030) days following the casualty; estimated completion date (iisubject to extension for force majeure and delays caused by Tenant), then Tenant may thereafter terminate this Lease upon ten (10) business days’ prior written notice to Landlord (and such termination shall be effective unless Landlord delivers the Premises are substantially damaged in the required condition within said ten (i.e. repair costs exceed $100,000.0010) within business day period). If there is a casualty during the last one hundred eighty twelve (18012) days months of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration if due to the extent such casualty Landlord estimates that the Premises are rendered unusable by the Tenant, shall remain untenantable for in the Tenant’s reasonable judgment, in the conduct excess of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days, then Tenant may elect to terminate this Lease by written notice delivered to Landlord within ten (10) business days after substantial completion of following Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards delivery to Tenant of the authority having jurisdiction over this area, which may include, but not be limited to, estimated duration that the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofPremises will remain untenantable.

Casualty. In A. If, at any time during the event Term, the whole or any part of the Premises are or access thereto is damaged or destroyed by fire, lightning, storm, fire or other casualty, the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, Commission and/or the Tenant shall have the right to terminate this Lease, by giving written notice thereof to the other party hereto within thirty (30) days 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: (1) The Tenant shall repair any and all casualty damage to its property and to any and all of the Tenant’ s Improvements and fixtures located on the Premises, and 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, but in the event that any portion of the Premises remain untenantable after eight (8) months of the date of the casualty, with rent being prorated as of the date of such casualty,: Commission shall have the option to terminate this Lease upon thirty (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (9030) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualtyprior written notice. In the event the Tenant completes all repairs and restoration within the thirty-day notice period, this Lease is will not terminatedterminate. (2) The Commission shall use 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, subject to any delays beyond the rent Commission’s control; provided, however, that the Commission shall be reduced during have no obligation to 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 10.1 C. (1). (3) A just proportion of the Base Rent and Additional Rent as determined by the Commission shall xxxxx proportionately for the period in which, by reason of repair or restoration to the extent the Premises are rendered unusable by the Tenantsuch damage, in there is such interference with the Tenant’s reasonable judgmentuse of the Premises. D. In the event the Premises shall be damaged by fire or other casualty resulting from the act of neglect of Tenant, in its agents, contractors, employees or invitees, and this Lease shall not be terminated by the conduct Commission as a result of such damage, Tenant shall not be released from any of its business. Such abatement shall continue until obligations hereunder including without limitation its duty to pay the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes Base Rent and the authority having jurisdiction thereofAdditional Rent without abatement or reduction.

Casualty. In If any of the event the Premises are Purchased Assets is damaged or destroyed prior to the Closing, Sellers shall notify Buyers in writing of such fact promptly after obtaining knowledge thereof. If, in the reasonable opinion of an architect, general contractor, and/or engineer, to be mutually agreed upon by fireBuyers and Sellers, lightning, storm, as required to assess the damage or other casualtydestruction to any of the Purchased Assets (collectively, the Landlord shall“Independent Professionals”), within ninety the damage or destruction to the Purchased Assets renders the affected Facility substantially unusable (90defined as more than fifty percent (50%) of such Facility’s licensed beds being inoperable) for a period in excess of one hundred twenty (120) days following Closing (a “Casualty”), then Buyers may choose one of the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein two options below with regard to the contrary, affected Facility: (a) in the following eventsevent of a Casualty, the Landlord Independent Professional will provide a report providing the estimated time required to repair, replace or restore such affected Facility from the date of the opinion forward. If said period will exceed one-hundred twenty (120) days following Closing, Buyers shall have the right to terminate this Lease, effective as of the date of the casualty, Agreement with rent being prorated as of the date of respect to such casualty, by written notice to the Tenant within sixty affected Facility. Buyers shall have fifteen (6015) days following after the Independent Professionals have delivered their report to Sellers and Buyers to make such casualty: election by delivering to Sellers a written election notice (the “Election Notice”). The failure by Buyers to deliver the Election Notice within such fifteen (15)-day period shall be deemed an election not to terminate this Agreement with respect to such affected Facility; or (b) in the event of a Casualty, Buyers waive their right to terminate this Agreement with respect to an affected Facility in accordance with the terms set forth this Section and proceed with the Closing, Buyers may, at their option, either (i) require Sellers to transfer the Premises are substantially damaged portion of applicable insurance proceeds for the physical structure, equipment, the Purchased Assets and business interruption insurance (i.e. repair costs exceed $100,000.00) within but, as to business interruption insurance proceeds, only those applicable to periods after the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal optionClosing Date, if applicable; any) to Buyers at Closing, or (ii) reduce the Premises are substantially damaged (i.e. repair costs exceed $100,000.00Purchase Price by the amount as determined in a report provided by the Independent Professional(s) as being the reasonable cost to repair, replace or restore the physical structure, equipment and Purchased Assets of such affected Facility to its condition immediately prior to such Casualty. In the case of damage or destruction that is not covered by the Landlord’s insurance. Notwithstanding anything herein a Casualty, and therefore does not give rise to the contrary, in any of the following events, the Tenant shall have the Buyers’ right to terminate this LeaseAgreement with respect to an affected Facility, effective as of the date of the casualtyBuyers may, with rent being prorated as of the date of such casualty,: at their option, either (i) require Sellers to transfer the Premises are damaged portion of applicable insurance proceeds for the physical structure, equipment, the Purchased Assets and business interruption insurance (but, as to an extent that repair cannot be business interruption insurance proceeds, only those applicable to periods after the Closing Date, if any)) to Buyers at Closing, or is not completed within ninety (90) days following the casualty; (ii) reduce the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within Purchase Price by the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting amount as determined in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable report provided by the TenantIndependent Professional(s) as being the reasonable cost to repair, in replace or restore the Tenant’s reasonable judgmentphysical structure, in the conduct equipment and Purchased Assets of such affected Facility to its business. Such abatement shall continue until the earlier condition immediately prior to occur of (a) the date the Tenant reopens for business; such damage or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofdestruction.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, fire or other casualty, Landlord agrees to promptly restore and repair the Building or Leased Premises; provided, however, Landlord's obligation hereunder shall be limited to the reconstruction of the Building, Leased Premises and the Tenant Finish Improvements as were originally required to be made by Landlord. Landlord shall, shall give Tenant written notice within ninety thirty (9030) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as 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 the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last 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 (15) days of the Term and expiration of the Tenant does not exercise a renewal optionthirty (30) day negotiating period identified above. Rent shall proportionately xxxxx during the time that the Leased Premises or part thereof are unusable because of any such damage until substantial completion of the restoration. Notwithstanding the foregoing, if applicable; or (ii) the Leased Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage destroyed by a casualty which is not covered by the Landlord’s insurance. Notwithstanding anything herein insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the contraryBuilding, in any of the following eventsthen Landlord may, the upon thirty (30) days' written notice delivered to Tenant shall have the right to terminate this Lease, effective as of the date within thirty (30) days of the casualty, terminate this Lease with rent being prorated as respect to matters thereafter accruing. All restoration shall comply with all construction requirements imposed hereby on the original construction of the date of such casualty,: (i) Building, Leased Premises or the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the original Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofFinish Improvements.

Casualty. (a) In the event that, as a result of a casualty, whether (i) insured against by the State or (ii) intended and deemed by the State to be the subject of its general plan to provide against and cover such casualty or loss by self-insurance or self-retention, the Demised Premises is damaged without the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are damaged or destroyed by fire, lightning, stormdoing business with the Lessee, or other casualtywho are at the Demised Premises with the Lessee’s consent, so as to render the Landlord shallDemised Premises untenantable in whole or part, then: (1) If the State finds that the necessary repairs or rebuilding can be completed within ninety (90) days following after the casualtyoccurrence of the damage, the State shall repair or rebuild with due diligence, and the Fixed Rent, as that term is defined in Section 6 of this Lease, hereunder shall be abated only for the period from the occurrence of the damage to the earlier of: (i) sixty (60) days after the completion of the repairs or rebuilding, or (ii) the Lessee’s reopening for business at the Demised Premises, whether or not the work of repair or rebuilding is actually completed within the said ninety (90) days; or (2) If the State finds that such repairs or rebuilding cannot be completed within ninety (90) days after the occurrence of the damage, or if the State concludes that areas other than the Demised Premises also require rebuilding, then the State shall have the options: (i) to proceed with due diligence to repair or to rebuild the Demised Premises as necessary; or (ii) to terminate this Lease as to the entire Demised Premises; and in the case of (i), the Fixed Rent, as that term is defined in Section 6 of this Lease, hereunder shall be abated either as the case may require for the period from the occurrence of the damage to the earlier of: (a) sixty (60) days after the completion of the repairs or rebuilding, or (b) the Lessee’s reopening for business at the Demised Premises, or for the period from the occurrence of the damage to the effective date of termination. In the event that the casualty is due to the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are doing business with the Lessee, or who are at the Demised Premises with the Lessee’s consent, then, the State shall repair or rebuild the Premises to their condition immediately prior to such casualtyDemised Premises, with due diligence, at its own the Lessee’s sole cost and expense. Notwithstanding anything herein The State’s cost thereof shall be paid within twenty (20) days of demand. (b) The Parties do hereby stipulate that neither the provisions of Section 227 of the Real Property Law of the State of New York nor those of any other similar statute shall be extended or apply to this Lease Agreement. (c) The Lessee shall give the State immediate notice, in compliance with Section 16 of this Lease, in case of fire, accident or casualty to the contrary, Demised Premises or elsewhere in the following eventsPlaza, as that term is defined in Section 1(d) of this Lease, if the occurrence elsewhere in the Plaza, as that term is defined in Section 1(d) of this Lease, is known to and involves the Lessee, its officers, members, employees, agents, representatives, contractors, or is known to any of them and involves customers, guests or invitees of the Lessee. (d) In the event of a partial or total destruction of the Demised Premises, the Landlord Lessee shall immediately remove any and all of its property and debris from the Demised Premises or the portion thereof destroyed, and if the Lessee does not promptly so remove, the State may remove the Lessee's property to a public warehouse for deposit or retain the same in its own possession and sell the same at public auction, the proceeds of which shall be applied first to the expenses of removal, storage and sale, second to any sums owed by the Lessee to the State, with any balance remaining to be paid to the Lessee; if the expenses of such removal, storage and sale shall exceed the proceeds of sale, the Lessee shall pay such excess to the State upon demand, as additional rent. (e) The Lessee shall have the right to terminate this Lease, effective as of Lease if the date of the casualty, with rent being prorated as of the date of damage is such casualty, by written notice to the Tenant within sixty (60) days following such casualtythat: (ia) the Demised Premises cannot be (or are substantially damaged (i.e. repair costs exceed $100,000.00not) restored within the last one hundred eighty (180) days from the date of damage; (b) the damage or destruction is caused by a peril not required to be insured against hereunder; or (c) the damage or destruction occurs during the last two (2) years of the Term and the Tenant does not exercise a renewal option(or during any renewal, if applicable; extension or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00holdover thereof) and the damage is Lessee has not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in previously exercised any of the following events, the Tenant shall option rights it may have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofsucceeding extension terms.

Casualty. (a) In the event the Leased Premises are damaged or destroyed by fire, lightning, storm, explosion or any other casualty, the Landlord shall, casualty which cannot be restored by Lessor to its original condition within ninety (90) days following from the casualty, repair or rebuild the Premises to their condition immediately prior to date of such casualty, at its own cost or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall Lessor have the right to terminate this LeaseLease 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, effective as 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 rent being prorated as 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 such 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 Tenant other within sixty thirty (6030) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty; provided, with rent being prorated as of the date 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 casualty,: election within such thirty (i30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the Premises are damaged to an extent that repair cannot be or is not completed within ninety restoration. (90d) days following If the casualty; (ii) , repairing, or rebuilding shall render the Leased Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; untenantable, or (iii) the common areas, if any, are damaged resulting in a material interference with condition which renders the operations Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during allowed from the period date when the damage occurred until the date Lessor completes its work said proportion to be computed on the basis of repair or restoration the relation which the gross square foot area of the space rendered untenantable bears to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards floor space of the authority having jurisdiction over this areaLeased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, which may includeLessee shall replace its stock in trade, but not be limited tofixtures, the State Fire Marshal. The Landlord shall be responsible for maintenance furniture, furnishings, floor coverings and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofequipment.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, fire or other casualty, the Landlord shallagrees promptly to restore and repair same; provided, within ninety (90) days following the casualtyhowever, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein Landlord’s obligation hereunder with respect to the contraryLeased 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, in if any. Rent shall proportionately xxxxx during the following eventstime that the Leased Premises or part thereof are unusable because of any such damage, the Landlord shall have the right to terminate this Lease, effective as of beginning on the date of the casualty. Notwithstanding the foregoing, with rent being prorated if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date; or (b) destroyed by a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days’ written notice to the other party, terminate this Lease as of the date of such casualty. Notwithstanding anything to the contrary contained herein, if any such damage or destruction occurs within the final twelve (12) months of the Lease Term hereof, then either party may, in its sole discretion, terminate this Lease by written notice to the Tenant other party made within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair such damage or restoration workdestruction. The Landlord shall provide for fire protection during the Term in accordance Tenant waives any right under applicable laws inconsistent with the fire safety standards terms of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofparagraph.

Casualty. (a) In the event the Leased Premises are is damaged or destroyed by fire, lightning, storm, explosion or any other casualty, the Landlord shall, casualty which cannot be restored by Lessor to its original condition within ninety (90) days following from the casualty, repair or rebuild the Premises to their condition immediately prior to date of such casualty, at its own cost or if the Leased Premises are totally destroyed by such casualty, then both the Lessee and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall Lessor have the right to terminate this LeaseLease 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, effective as 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 rent being prorated as 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 such 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 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 (d) in the event the Leased Premises are damaged in excess of fifty percent (50%) of replacement cost (excluding excavation and foundation) during the last two (2) years of the Term of the Lease, Lessor or Lessee may elect to terminate this Lease upon written notice to the Tenant other within sixty thirty (6030) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty; provided, with rent being prorated as of the date 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 casualty,: election within such thirty (i30) day period, then Lessor shall have no right to terminate this Lease under this Section and shall promptly commence and diligently complete the Premises are damaged to an extent that repair cannot be or is not completed within ninety restoration. (90d) days following If the casualty; (ii) , repairing, or rebuilding shall render the Leased Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; untenantable, or (iii) the common areas, if any, are damaged resulting in a material interference with condition which renders the operations Leased Premises inaccessible by Lessee's customers, in whole or in part, then a proportionate abatement of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during allowed from the period date when the damage occurred until the date Lessor completes its work, said proportion to be computed on the basis of repair or restoration the relation which the gross square foot area of the space rendered untenantable bears to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards floor space of the authority having jurisdiction over this areaLeased Premises. If Lessor is required or elects to repair the Leased Premises as herein provided, which may includeLessee shall replace its stock in trade, but not be limited tofixtures, the State Fire Marshal. The Landlord shall be responsible for maintenance furniture, furnishings, floor coverings and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofequipment.

Casualty. (a) In the event that, as a result of a casualty, whether (i) insured against by the State or (ii) intended and deemed by the State to be the subject of its general plan to provide against and cover such casualty or loss by self-insurance or self-retention, the Demised Premises is damaged without the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are damaged or destroyed by fire, lightning, stormdoing business with the Lessee, or other casualtywho are at the Demised Premises with the Lessee’s consent, so as to render the Landlord shallDemised Premises untenantable in whole or part, then: (1) If the State finds that the necessary repairs or rebuilding can be completed within ninety (90) days following after the casualtyoccurrence of the damage, the State shall repair or rebuild with due diligence, and the Fixed Rent, as that term is defined in Section 6 of this Lease, hereunder shall be abated only for the period from the occurrence of the damage to the earlier of: (i) sixty (60) days after the completion of the repairs or rebuilding, or (ii) the Lessee’s reopening for business at the Demised Premises, whether or not the work of repair or rebuilding is actually completed within the said ninety (90) days; or (2) If the State finds that such repairs or rebuilding cannot be completed within ninety (90) days after the occurrence of the damage, or if the State concludes that areas other than the Demised Premises also require rebuilding, then the State shall have the options: (i) to proceed with due diligence to repair or to rebuild the Demised Premises as necessary; or (ii) to terminate this Lease as to the entire Demised Premises; and in the case of (i), the Fixed Rent, as that term is defined in Section 6 of this Lease, hereunder shall be abated either as the case may require for the period from the occurrence of the damage to the earlier of: (a) sixty (60) days after the completion of the repairs or rebuilding, or (b) the Lessee’s reopening for business at the Demised Premises, or for the period from the occurrence of the damage to the effective date of termination. In the event that the casualty is due to the fault of the Lessee, its officers, members, employees, customers, guests, invitees or other persons who are doing business with the Lessee, or who are at the Demised Premises with the Lessee’s consent, then, the State shall repair or rebuild the Premises to their condition immediately prior to such casualtyDemised Premises, with due diligence, at its own the Lessee’s sole cost and expense. Notwithstanding anything herein The State’s cost thereof shall be paid within twenty (20) days of demand. (b) The Parties do hereby stipulate that neither the provisions of Section 227 of the Real Property Law of the State of New York nor those of any other similar statute shall be extended or apply to this Lease Agreement. (c) The Lessee shall give the State immediate notice, in compliance with Section 16 of this Lease, in case of fire, accident or casualty to the contrary, Demised Premises or elsewhere in the following eventsPlaza, as that term is defined in Section 1(d) of this Lease, if the occurrence elsewhere in the Plaza, as that term is defined in Section 1(d) of this Lease, is known to and involves the Lessee, its officers, members, employees, agents, representatives, contractors, or is known to any of them and involves customers, guests or invitees of the Lessee. (d) In the event of a partial or total destruction of the Demised Premises, the Landlord Lessee shall immediately remove any and all of its property and debris from the Demised Premises or the portion thereof destroyed, and if the Lessee does not promptly so remove, the State may remove the Lessee's property to a public warehouse for deposit or retain the same in its own possession and sell the same at public auction, the proceeds of which shall be applied first to the expenses of removal, storage and sale, and second to any sums owed by the Lessee to the State, with any balance remaining to be paid to the Lessee; if the expenses of such removal, storage and sale shall exceed the proceeds of sale, the Lessee shall pay such excess to the State upon demand, as additional rent. (e) The Lessee shall have the right to terminate this Lease, effective as of Lease if the date of the casualty, with rent being prorated as of the date of damage is such casualty, by written notice to the Tenant within sixty (60) days following such casualtythat: (ia) the Demised Premises cannot be (or are substantially damaged (i.e. repair costs exceed $100,000.00not) restored within the last one hundred eighty (180) days from the date of damage; (b) the damage or destruction is caused by a peril not required to be insured against hereunder; or (c) the damage or destruction occurs during the last two (2) years of the Term and the Tenant does not exercise a renewal option(or during any renewal, if applicable; extension or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00holdover thereof) and the damage is Lessee has not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in previously exercised any of the following events, the Tenant shall option rights it may have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofsucceeding extension terms.

Casualty. 22.1 In the event that the Premises or the Building are damaged or destroyed by fire, lightning, storm, fire or other casualtycause and in Landlord’s reasonable estimation such damage can be materially restored within two hundred forty (240) days from the date of such fire or other cause, the Landlord shall, forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such damage and continuing until the earlier of (a) sixty (60) days following the date that the Premises or the Building (as the case may be) have been materially restored (subject, in any case, to the terms and provisions of Section 22.7 below), or (b) the date upon which Tenant has taken occupancy of the Premises for the conduct of its business. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to time, except that if (i) such casualty materially and adversely interferes with Tenant’s use of more than fifty percent (50%) of the Premises for the conduct of its business, (ii) such damage by fire other cause was not the result of Tenant’s negligence or willful misconduct, and (iii) Tenant, as a result of such interference, ceases using the entire Premises, then rent shall be abated entirely. Within forty-five (45) days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made (the “Target Restoration Date”). For purposes of this Lease, the Building or the Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within two hundred forty (240) days of the date of such fire or other cause, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days following after such damage, notice terminating this Lease as of the casualtydate of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or rebuild restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any paneling, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant, including, without limitation, the Tenant Improvements. Any insurance which may be carried by Landlord or Tenant against loss or damage to their condition immediately prior the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such casualtyrepairs and material restoration within forty-five (45) days after the Target Restoration Date, Tenant may at its own cost option and expense. as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the Target Restoration Date, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant or reasons of Force Majeure, then the Target Restoration Date shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything herein to the contrarycontrary contained in this Article, Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises or the Building and both Landlord and Tenant shall have the right to terminate this Lease when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the Term or any extension thereof. Additionally, in the following eventsevent that the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or the Building requires that a substantial portion of the insurance proceeds be applied to such indebtedness, the then Landlord shall have the right to terminate this LeaseLease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, effective as of the date of the casualty, with rent being prorated as of whereupon this Lease shall end on the date of such casualty, by written notice damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term. Landlord shall use reasonable efforts to require any such holder to make such determination as soon as is reasonably practicable and shall keep Tenant informed of such developments at reasonable intervals. 22.6 In the event of any damage or destruction to the Tenant within sixty (60) days following such casualty: (i) the Building or Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not by any peril covered by the provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the property belonging to Tenant or its licensees from such portion or all of the Building or Premises as Landlord shall request. 22.7 In the event that the Premises or the Building are damaged by fire or other cause and Landlord has proceeded with the restoration of such damage pursuant to Section 22.1, Landlord shall permit Tenant, Tenant’s employees and Tenant’s contractors which have been reasonably approved by Landlord to enter the Premises within a reasonable time prior to the substantial completion of Landlord’s insurancerestoration work in order that Tenant may do any work that may be necessary to restore the Tenant Improvements in the Premises to make the Premises ready for Tenant’s occupancy. Notwithstanding anything herein Such entry shall be subject to the contrarycondition that Tenant and Tenant’s contractors work in harmony and not interfere with Landlord, Landlord’s contractors and their agents and subcontractors in doing their work or with any other tenants and occupants of the Building. If at any time such entry shall cause or threaten to cause such disharmony or interference, Landlord, in any of the following eventsits reasonable discretion, the Tenant shall have the right to terminate withdraw and cancel such license upon twenty-four (24) hours written notice to Tenant and any further prior entry shall be prohibited until Tenant shall have cured the source of any such disruption or disharmony. Tenant agrees that any entry into and any occupation of the Premises shall be deemed to be under all of the terms, covenants, conditions and provisions of the Lease (including, without limitation, Tenant’s compliance with the insurance requirements of Article 11 of this Lease), effective as except Tenant shall have no obligation to pay the Monthly Installment of Rent or any form of additional rent until the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or which is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting specified in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of subsections (a) the date the Tenant reopens for business; or and (b) thirty (30) calendar days after substantial completion in Section 22.1. In addition to any other conditions or limitations on such license to enter the Premises during such restoration period, Tenant expressly agrees that neither it nor any of Tenant’s contractors shall enter the Premises during such restoration period unless and until each of them shall furnish such assurances to Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, including but not be limited to, the State Fire Marshal. The insurance coverages, waivers of lien, surety company performance bonds and personal guaranties of individuals of substance, as Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary reasonably require to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofprotect Landlord against any loss, casualty, liability, liens or claims.

Casualty. In the event (a) If the Premises are shall be damaged or destroyed by fire, lightning, storm, fire or other casualtycasualty so that the damage can reasonably be repaired by Landlord within 180 days from the date of the damage (90 days for any casualty during the last year of the Term), then the damage shall be diligently repaired by and at the expense of Landlord shallwithin such 180 (or 90, within ninety (90) days following as the casualtycase may be)-day period, repair or rebuild and the Rent from the date of such damage until such repairs shall be made shall be apportioned according to the part of the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrarywhich is, in the following eventsreasonable business judgment of Tenant, suitable and/or accessible for its regular business operations within the Premises. Notwithstanding the foregoing, if Landlord fails to complete repairs required to be performed under this Article 15(a) within 270 days (or 90 days, in the last year of the Term) from the date of damage, Tenant shall have the right to give Landlord a notice in writing of intention to terminate this Lease, effective and thereupon the Term shall expire as of the date of such damage, effective the date of such notice. (b) If the Premises is damaged by fire or other casualty so that the damage cannot reasonably be repaired by Landlord within 180 days of the date of the damage (as determined by an independent architect or contractor reasonably selected by Landlord in such architect or contractor’s reasonable discretion), then in any of such events Landlord or Tenant may, within 30 days after such casualty (or in Tenant’s case not later than thirty days after receipt of the estimated restoration time from Landlord), give the other party a notice in writing of intention to terminate this Lease, and thereupon the Term shall expire, effective the date of the casualty, with rent being prorated as and Tenant shall vacate the Premises and surrender the same to Landlord within 30 days after the date of the termination notice, provided that for any casualty during the last year of the Term, the restoration period shall be 90 days, rather than 180 days. If neither party elects to terminate this Lease, the provisions of Article 15(a) shall govern, except that Landlord shall be required to diligently repair the relevant damage at the expense of Landlord within 270 days of the date of such casualtydamage. (c) Landlord shall not be liable for any damage to, by written notice or be required (under any provision of this Lease or otherwise) to repair, restore or replace, any property in the Premises, nor be liable to Tenant within sixty (60) days following such casualty: (i) for damage arising from rain or snow or from the bursting, overflowing or leakage of water, steam or gas pipes or defect in the plumbing, HVAC, mechanical or electrical systems of the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term unless and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent arising out of or in connection with from the Premises are rendered unusable by negligence or willful misconduct of Landlord or its agents, employees or contractors or failure on the Tenant, in the Tenant’s reasonable judgment, in the conduct part of Landlord to perform its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over obligations under this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofLease.

Casualty. In case of damage to or destruction of the event Premises, whether or not by a risk required to be covered by insurance as set forth in Paragraph 19 of this Lease, this Lease shall not terminate and Tenant shall promptly restore, rebuild, replace or repair (hereinafter referred to as “Restore” or “Restoration”) the Premises are damaged to substantially the same condition as existed immediately prior to such damage or destroyed by firedestruction if, lightningin the good faith estimate of a mutually acceptable architect or contractor, stormsuch 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 other casualty, destruction of the Landlord shall, Premises the Restoration of which cannot be substantially completed within 180 days from the occurrence or if the damage or destruction occurs during the last twelve (12) months of the Term that will render the Premises inaccessible or unusable for purposes of conducting Tenant’s business for a period of ninety (90) days or more, Tenant may elect to terminate this Lease by giving Landlord written notice of such election within thirty (30) days following the casualty, repair or rebuild in which event Tenant shall have no obligation to Restore the Premises to their condition immediately prior to such casualtyPremises; provided, however, Tenant shall, at its own cost cost, clear the Premises of debris and expensereturn the same to a safe and clean condition, and deliver any insurance proceeds (other than those for payable for damages to Tenant’s personal property or business interruption or Tenant’s costs to clear the Premises) to Landlord and/or Landlord’s mortgagee in accordance with Subparagraph 20(e) below. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right If Tenant elects to terminate this LeaseLease in accordance with this paragraph, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty this Lease shall terminate thirty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (9030) days following the casualty; date Landlord receives Tenant’s written notice of such election (iithe "Termination Date”) upon the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within payment by Tenant of all rent and all other sums then due and payable under this Lease to and including the last one hundred eighty (180) days Termination Date. Said termination shall not release Tenant nor Landlord from the obligations and liabilities of the Term; either under this Lease, actual or (iii) the common areascontingent, if any, are damaged resulting in a material interference with the operations of which have accrued on or access prior to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofTermination Date.

Casualty. In If the event the Premises are Building is damaged or destroyed by fire, lightning, storm, fire or other casualty, and if the proceeds received from the insurance policies maintained by Landlord shalltherefor are sufficient to pay for the necessary repairs, and the Building can be fully repaired within ninety six (906) days following months after such casualty occurred, this Lease shall remain in effect and Landlord shall repair the casualtydamage within such six (6) month period, repair subject to delays beyond Landlord’s control. If the insurance proceeds received by Landlord are not sufficient to pay the entire cost of repair, or rebuild the Premises to their condition immediately prior no proceeds are payable with respect to such casualty, at its own cost and expense. Notwithstanding anything herein or the Building cannot be fully repaired within six (6) months after the casualty occurred, Landlord may elect either to (i) terminate this Lease, provided Landlord shall so notify Tenant within thirty (30) days after occurrence of such casualty, or (ii) repair the contrarydamage as soon as reasonably possible, in the following eventswhich event this Lease shall remain in full force and effect; but if Landlord elects not to terminate this Lease, the Landlord Tenant shall then have the right to terminate this LeaseLease if the Premises cannot be fully repaired within nine (9) months after such casualty occurred. Tenant’s notification, effective if any, shall be required within ten (10) days after Landlord’s notice. In addition to the foregoing, if the damage to the Building occurs during the last two (2) years of the Lease Term, Landlord may elect to terminate this Lease as of the date of the damage occurred in any event. If this Lease is not terminated following a casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of xxxxx from the date of the casualty, with rent being prorated as occurrence in the proportion that the area of the date portion of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by such casualty bears to the Tenant, in entire area of the Tenant’s reasonable judgment, in the conduct of its businessPremises. Such The abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards portion of the authority having jurisdiction over this area, Premises which may include, but not be limited to, the State Fire MarshalICM: 09/18/02 FORM: AmberJc2.meb Rev. 09/18/02 MTNT-Msty-Office G+TE – AJ Lease F:\wpdata\meb2\Leases\ValeritasLse3.doc 10/16/09 5:30p.m. The Landlord 9 shall have been damaged shall be responsible for maintenance and repair rebuilt or repaired. Tenant waives the protection of all fire protection equipment necessary any law which grants a tenant the right to conform to terminate a lease in the requirements event of the applicable Building substantial destruction of a leased property, and Fire Safety Codes and agrees that the authority having jurisdiction thereofprovisions of this paragraph shall govern in the event of any substantial destruction of the Premises.

Casualty. 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 Premises are damaged completion of such repairs, restoration or destroyed by firereplacement the value, lightningboth physical and economic, storm, 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 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 occurring on or after January 1, 2068, Tenant may, at its option by written notice to Landlord shall, given within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (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 Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within amount which would have been payable if Tenant had maintained coverage required to be maintained hereunder, and thereafter all Rent shall be fully abated and Tenant and Landlord shall not have any other obligations under this Lease with respect to the last one hundred eighty (180) days of Premises, except for those obligations which expressly survive the Term and the Tenant does not exercise a renewal optiontermination hereof, if applicable; or (ii) exercise the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and Option, otherwise subject to its terms, by giving Landlord written notice of Tenant's election to so exercise the damage is not covered by Option within such 90-day period. Upon the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any exercise of the following eventsOption as contemplated in this section, the Tenant shall have pay the right Option Price (subject to terminate this Lease, effective applicable credits and determined as of if no casualty had occurred and with due regard for the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days remainder of the Term; ), but shall be entitled to retain all insurance proceeds payable with respect to such fire or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the other casualty. In the event absence of giving such notice, Tenant will, subject to 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 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 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 is or exercises the Option pursuant to this section, Rent shall not terminated, xxxxx upon the rent shall be reduced during the period occurrence of repair any damage to or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct destruction of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofany Improvements.

Casualty. In the event 15.1 Tenant shall promptly notify Landlord in writing of any damage to or destruction of the Premises are from any cause whatsoever. 15.2 If the Premises shall be damaged or destroyed injured by fireany cause covered by Landlord’s insurance, lightning, storm, or other casualty, the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: either (i) to the Premises are substantially damaged (i.e. extent sufficient insurance proceeds have been received by Landlord, effect the repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term thereof as promptly as reasonably possible, delays beyond Landlord’s control excepted, and the Tenant does not exercise a renewal option, if applicable; this Lease shall remain in full force and effect or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the notify Tenant shall have the right that Landlord elects to terminate this Lease, effective as of Lease no later than 180 days after the date of damage or injury to the casualtyPremises. Under no circumstances shall Landlord be required to replace or repair Tenant’s stock in trade, with rent being prorated as fixtures, furniture, furnishings, equipment, leasehold improvements or other such items. 15.3 If during the period following any damage to or destruction of the date Premises, Tenant shall be deprived of such casualty,: (i) the occupancy of any portion of the Premises, the Fixed Rent and any Additional Payments payable hereunder shall be proportionately adjusted corresponding to the time during which and to the portion of the Premises are damaged to an extent that repair cannot of which Tenant shall be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. deprived. 15.4 In the event of any termination of this Lease is not terminated, the rent shall be reduced during the period of repair or restoration pursuant to the extent the Premises are rendered unusable by the Tenantprovisions of this Article, in the Tenant’s reasonable judgmentLandlord and Tenant shall thereupon be released from any further liability hereunder, in the conduct except that each party hereunder shall remain liable for all obligations and liabilities of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over such party under this areaLease, which may includehave arisen on or prior to such date of termination, including, but not be limited toby way of limitation, Tenant’s liability for the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements payment of the applicable Building Fixed Rent and Fire Safety Codes and the authority having jurisdiction thereofAdditional Payments.

Casualty. a. In the event any portion of the Premises or any portion of the General Common Areas is damaged by fire or other casualty, earthquake or flood or by any other cause of any kind or nature, and the damage can, in the opinion of the Landlord’s architect, be repaired within ninety (90) calendar days from the date of the casualty, then Landlord shall repair the damage. In the event the Premises are damaged or destroyed by firedamage cannot, lightningin the opinion of Landlord’s architect, storm, or other casualty, the Landlord shall, be repaired within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of from the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant but can be repaired within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days from the date of the Term and the Tenant does not exercise a renewal casualty, Landlord, at Landlord’s sole option, if applicable; may elect either to terminate this Lease or (ii) to repair the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and damage. If in Landlord’s opinion of Landlord’s architect, the damage is cannot covered by be repaired within one hundred eighty (180) days from the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any date of the following eventscasualty, the then both Landlord and Tenant shall have the right to terminate this Lease, effective as of . Tenant may terminate this Lease in the date of the casualty, with rent being prorated as of the date of such casualty,: event (i) Tenant is unable to operate its business for a period of (a) one year, or (b) 90 days in the Premises are damaged last two years of the term; or (ii) Landlord has not begun to an extent that repair cannot be or is not completed rebuild within ninety (90) 180 days following after the casualty. Notwithstanding anything to the contrary contained herein, Landlord shall not terminate Tenant’s lease unless Landlord shall also terminate the leases of all other similarly affected tenants in the Project. b. Notwithstanding any language herein to the contrary, Landlord, at Landlord’s sole option, shall have the right to terminate this Lease if at the time of any such damage, (i) less than two (2) years remain in the term of this Lease; (ii) the Premises are substantially damaged cost of repairing and restoring the damage exceeds twenty-five percent (i.e. repair costs exceed $100,000.0025%) within the last one hundred eighty (180) days of the Termreplacement cost of the Building; or (iii) Landlord’s lender does not make the common areas, if any, are damaged resulting in a material interference with insurance proceeds available to Landlord to restore the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. Premises. c. In the event this Lease is not terminated, the rent terminated as provided hereunder (i) Landlord shall be reduced obligated to repair the damage; (ii) Tenant shall be entitled to a pro rata abatement of Base Rental and Additional Rental during the period of repair time the Premises, or restoration any portion thereof, are untenantable due to such damage; and (iii) if the extent Premises, the Premises are rendered unusable Building, or any portion thereof shall be damaged through the negligence or willful misconduct of Tenant and the cost of repairing the same is not covered by Landlord’s insurance, such damage shall be repaired by Landlord at the sole expense of Tenant. d. In the event of any termination of this Lease under this Section, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement this Lease shall continue until the earlier to occur of (a) cease and terminate as if the date of such damage were the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards expiration date of the authority having jurisdiction over term of this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofLease.

Casualty. In the event that the Premises are damaged or Building should be totally destroyed by fire, lightning, storm, fire or other casualtycasualty or in the event the Building (or any portion thereof) should be so damaged that rebuilding or repairs cannot be completed, the Landlord shallin Landlord's reasonable opinion, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of after the date of the casualty, Landlord may, at its option, terminate this Lease, in which event Base Rent and Tenant's Proportionate Share of Operating Expenses shall be abated during the unexpired portion of this Lease effective with rent being prorated as of the date of such casualty,: damage. Landlord shall exercise the termination right pursuant to the preceding sentence, if at all, by delivering written notice of termination to Tenant within (i10) days after determining that the Premises are damaged to an extent that repair repairs cannot be or is not completed within ninety such one hundred eighty (90180) days following day period. In the casualty; (ii) event that the Premises are substantially should be so damaged (i.e. repair costs exceed $100,000.00) by fire or other casualty that rebuilding or repairs cannot be completed, in Landlord's reasonable opinion, within the last one hundred eighty (180) days after the commencement of repairs to the Term; or (iii) Premises, Tenant may, at its option terminate this Lease, in which event Base Rent and Tenant's Proportionate Share of Operating Expenses shall be abated during the common areasunexpired portion of this Lease, effective the date of termination. Tenant shall exercise the termination right pursuant to the preceding sentence, if anyat all, are damaged resulting in a material interference with by delivering written notice of termination to Landlord within ten (10) days after being advised by Landlord that the operations of or access to the Tenant’s business, and repair repairs cannot be or is not completed within ninety such one hundred eighty (90180) day period. In the event the Building or the Premises should be damaged by fire or other casualty and, in Landlord's reasonable opinion, the rebuilding or repairs can be completed within one hundred eighty (180) days following after the date of the casualty, or if the damage should be more serious but neither Landlord nor Tenant elect to terminate this Lease pursuant to this Paragraph, in either such event Landlord shall, within sixty (60) days after the date of such damage, commence (and thereafter pursue with reasonable diligence) repairing the Building and the Premises, but only to the extent of insurance proceeds actually received by Landlord for such repairs, to substantially the same condition which existed immediately prior to the happening of the casualty. In no event shall Landlord be required to rebuild, repair or replace any part of the event this Lease is not terminatedfurniture, equipment, fixtures, inventory, supplies or any other personalty or any other improvements which may have been placed by Tenant within the rent Building or at the Premises. Landlord shall allow Tenant a fair abatement of Base Rent and Tenant's Proportionate Share of Operating Expenses during the time the Premises are unfit for occupancy; provided, that if such casualty was caused by Tenant, its agents, employees, licensees or invitees, Base Rent and Tenant's Proportionate Share of Operating Expenses shall be reduced during the period of repair or restoration abated only to the extent Landlord is compensated for the Premises are rendered unusable same by the Tenantloss of rents insurance, if any. Notwithstanding Landlord's restoration obligation, in the Tenant’s reasonable judgmentevent any mortgagee under a deed of trust, in security agreement or mortgage on the conduct of its business. Such abatement shall continue until Building should require that the earlier insurance proceeds be used to occur of (a) retire or reduce the date mortgage debt or if the Tenant reopens for business; insurance company issuing Landlord's fire and casualty insurance policy fails or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The refuses to pay Landlord the proceeds under such policy, Landlord shall provide have no obligation to rebuild and this Lease shall terminate upon notice by Landlord to Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for fire protection during the Term in accordance with the fire safety standards sole benefit of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance party carrying such insurance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofunder its sole control.

Casualty. In the event If all or any portion of the Premises are damaged becomes untenantable or destroyed inaccessible by fire, lightning, storm, fire or other casualtycasualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord with a written estimate of the amount of time required, using standard working methods, to substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). Landlord shall, shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within ninety two hundred seventy (90270) days following from the casualtydate the repair is started, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord then either party shall have the right to terminate this LeaseLease upon written notice to the other within ten (10) days after Tenant’s receipt of the Completion Estimate. Tenant, effective as however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within ninety (90) days after the date of the casualtyCasualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as Lease if: (1) the Premises have been materially damaged and less than two (2) years of the Term remain after the date of the casualty, with rent being prorated as Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Termmortgage debt; or (iii3) the common areas, if any, are damaged resulting in a material interference with the operations of or access uninsured loss to the Tenant’s business, and repair cannot be Building or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofoccurs.

Casualty. In the event If any Buildings or other improvement(s) now existing or hereafter constructed on the Premises are shall at any time be damaged or destroyed by fire, lightning, storm, fire or other casualtycause, the Landlord Tenant shall, within ninety (90) days following except for any existing Building that had been planned or scheduled for demolition pursuant to the casualtyFinal Plans of development / redevelopment thereof or pursuant to the plans and vision statements heretofore presented by the Tenant to the Board of Trustees and administrative staff of the Landlord, be obligated to repair or rebuild and restore the Premises same at least to their that condition which existed immediately prior to such casualtydamage; provided, at its own cost and expense. Notwithstanding anything herein however, that if, within the last ten (10) years, the Lease Term is not extended pursuant to Tenant’s request as set forth in Paragraph 2(E) above or within the contrarylast five (5) years if the initial Lease Term is extended pursuant to Tenant’s request as specified in paragraph 2(E) above, any such Building(s) or other improvement(s) now or hereafter constructed on the Premises are destroyed or damaged, then, in the following eventssuch event, the Landlord shall have the right to Tenant may terminate this Lease, effective Lease as that Phase or portion(s) of the date of the casualty, with rent being prorated as of the date of such casualty, Building(s) so destroyed or damaged (by written notice to the Tenant within sixty (60Landlord given no later than ninety [90] days after the event of destruction or damage) days following such casualty: (i) and except for removal of debris, etc., and placing the damaged or destroyed portions of the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term in a safe condition in compliance with applicable laws, codes and the Tenant does not exercise a renewal optionordinances, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate no further obligation under this Lease, effective as Lease except for those Phases and/or portion(s) of the date Premises for which any such termination of this Lease would not have applied. Except as otherwise provided for herein, Tenant acknowledges and agrees that there shall be no abatement of Rent (either in whole or in part) in the event that any Building(s) or other improvement(s) now or hereafter constructed on the Premises shall at any time be damaged by fire or other cause, except for that Phase or portion(s) of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access for which any termination may have taken place pursuant to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofterms above.

Casualty. (A) In the event the Premises are whole or any part of the Building is damaged or destroyed during the Lease Term by fire, lightning, storm, fire or other casualtycasualty (“Casualty”), the Landlord shall, within ninety such that it amounts to twenty five percent (9025%) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as more of the date then replacement cost of the casualtyBuilding, with rent being prorated as this Lease may be terminated at the election of the date Lessee, provided that notice of such casualty, by written notice election is delivered to the Tenant Lessor within sixty (60) days following after the occurrence of the Casualty. If Lessee so terminates this Lease, (i) Lessee shall, only if requested by Lessor in writing within thirty (30) days of notice of election to terminate, raze any designated remaining portion of the 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 casualtyCasualty shall be paid as follows: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal optionfirst, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in pay to Lessor any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualtyUnpaid Construction Costs; (ii) next, to reimburse Lessee for the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days and expenses of the Termforegoing work; or (iii) the common areasnext, if anyto pay any Leasehold Mortgagee all amounts due and owing to it under its loan documents, are damaged resulting in a material interference with the operations of or access (iv) next, to the Tenant’s businessLessor to pay all Rent due and owing until the expiration date of the then current Original Term or Renewal Term, as the case may be, and repair canother sums due under this Lease; (v) next, to Lessee to reimburse Lessee for the unamortized value of the Building and Xxxxxx’s FF&E; and (vi) the balance remaining to Lessee; and the parties shall be released 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 be entitled to any compensation or is not completed within ninety damages from Lessor for the loss of the use of the whole or any part of the Building and/or for any inconvenience or annoyance occasioned by any such damage or destruction. (90C) days following the casualty. In the event Lessee shall not elect to terminate this Lease is not terminatedas provided in Section 9(A) above, the rent shall be reduced during the period Lessee shall, within one (1) year of such Casualty, fully repair or restoration reconstruct the Building to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct its condition as of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofCommencement Date.

Casualty. In the event 14.1 Neither party hereto shall be released, by reason of any damage or destruction of the Premises are from the obligations created or imposed by virtue of this Lease. Except as expressly set forth in this Section 14.1, this Lease shall not terminate, be forfeited or be affected in any manner, and there shall be no reduction or abatement of the Rent payable hereunder, by reason of damage to or total, substantial or partial destruction of any of the Improvements or any part thereof or by reason of the untenantability of the same or any part thereof, for or due to any reason or cause whatsoever. Lessee, notwithstanding any Requirements, waives any and all rights to quit or surrender the Premises or any part thereof. Lessee expressly agrees that its obligations hereunder, including, without limitation, the payment of Rent, shall continue as though the Improvements had not been damaged or destroyed and without abatement, suspension, diminution or reduction of any kind. It is the intention of Lessor and Xxxxxx that the foregoing is an “express agreement to the contrary” as may be provided in any applicable statute of the State of Mississippi. Notwithstanding the foregoing, in the event that the Premises is damaged by fire, lightning, storm, fire or other casualtycasualty to such an extent that the cost to restore the Premises exceeds 70% of its replacement cost as determined by Xxxxxx’s insurance carrier responsible for underwriting the loss, Lessee shall have the Landlord shallright, within ninety (90) days following after the casualtyoccurrence of such loss or destruction, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of by notice in writing to Lessor. In such event, (i) if the date of Improvements are structurally sound following the casualty, with rent being prorated as of then the date of such casualty, by written notice to the Tenant within sixty Term shall cease ten (6010) days following such casualty: (i) after Lessee has delivered a certification from the Architect that the Improvements are structurally sound notwithstanding the casualty and Lessee has cleared all debris and materials from the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within and secured the last one hundred eighty (180) days of Improvements against the Term and the Tenant does not exercise a renewal option, if applicable; weather or (ii) if the Premises Improvements are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the structurally sound following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of then the date of such casualty,: Term shall cease ten (10) days after Xxxxxx has cleared all debris and materials from the Premises and restored the Parcel to a clear, clean, filled, compacted and graded surface (the obligations in (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; and (ii) of this sentence are collectively the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty“Casualty Termination Work”). In the event this Lease is not terminatedof such termination, the rent any proceeds payable under any of Lessee’s Policies for Debris Removal shall be reduced applied to the cost of the Casualty Termination Work (or paid to Lessor if Lessee does not perform the Casualty Termination Work) and any other proceeds of Lessee’s Policies shall be used to pay off Lessee’s Permitted Mortgagees and the balance shall be paid to Lessor. 14.2 Except as provided in Section 14.1 above, if the Improvements are damaged or destroyed by any cause whatsoever during the period of repair or restoration Term, Lessee shall, with reasonable promptness, commence and continue thereafter diligently and continuously to, repair, rebuild and restore the Improvements, at its sole expense, to at least the size, function and condition existing immediately prior to the extent damage or destruction, and shall do so even though the Premises are rendered unusable by proceeds of Lessee’s Policies covering the Tenantloss shall be insufficient to reimburse Lessee therefor. Subject to Force Majeure Events under Section 26.1, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement Lessee shall continue until the earlier to occur of commence such work within one hundred twenty (a120) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion such casualty, provided, however, if payment of Landlordthe insurance proceeds is contested or not settled promptly for any reason, then Lessor shall grant a reasonable extension of time, not to exceed an additional one hundred twenty (120) days without just cause, for commencing repairs. If Xxxxxx’s repair or restoration work. The Landlord Permitted Mortgagee does not control disbursement of any applicable insurance proceeds, then such proceeds shall provide be deposited with Lessor for fire protection during the Term disbursement in accordance a manner consistent with the fire safety standards disbursement of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofadvances under a construction loan.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, fire or other casualty, Landlord agrees to promptly restore and repair the Landlord shallLeased Premises; provided, however, Landlord's obligation hereunder shall be limited to the reconstruction of such of the tenant finish improvements as were originally provided by Landlord, if any. Rent shall proportionately abate during the time that the Leased Premises or part thereof are unxxxxxe because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (i) so destroyed that they cannot be repaired or rebuilt within ninety one hundred eighty (90180) days following from the casualty date; or (ii) destroyed by a casualty which is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or, together with the amount of any deductible, are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (i) casualty, repair either Landlord or rebuild the Premises to their condition immediately prior to such casualtyTenant may, at its own cost and expense. Notwithstanding anything herein to the contraryor, in the following eventscase of a clause (ii) casualty, then Landlord may, upon thirty (30) days' written notice to the Landlord shall have the right to other party, terminate this Lease, effective as of the date of such fire or other casualty with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the casualtyterms of this paragraph and in the event of a destruction agrees to accept any offer by Landlord to provide Tenant with comparable space within the project in which the Leased Premises are located on the same terms as this Lease. Notwithstanding the provisions of this paragraph, with rent being prorated as if any such damage or destruction occurs within the final two (2) years of the date of such casualtyterm hereof, then Landlord, in its sole discretion, may, without regard to the aforesaid 180-day period, terminate this Lease by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereof.

Casualty. In the event the leased Premises are damaged or the Building is destroyed or injured by fire, lightning, storm, earthquake or other casualtycasualty to the extent that they are no longer satisfactory for the conduct of Tenant's business, the Landlord shallin whole or in part, then Xxxxxxxx will engage a registered architect to certify within ninety sixty (9060) days following after such destruction or injury to Landlord and Tenant the casualty, repair or rebuild amount of time needed to restore the Building and the Premises to their substantially the same condition as existed immediately prior to such the casualty, at its own cost . If the time needed to so restore the Building and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of Premises exceeds twelve (12) months from the date of the casualty, with rent being prorated as then either the Landlord or Tenant may terminate this Lease by giving the other party such notice of termination within thirty (30) days after the notifying party's receipt of the date of such casualty, by written notice architect's certificate. If a casualty causes damages to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term Building and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminatedterminated by either party under the provisions of this section, then Landlord shall diligently rebuild and restore the Building and the Premises. Upon a casualty event, the rent shall be reduced during abated equitably on a per diem basis for the portion of the Premises that is unfit for occupancy commencing upon the date of the casualty and ending on the completion of the repair and restoration so as to permit Xxxxxx's full and regular occupancy thereof or the earlier termination of this Lease. During any period of repair abatement of rent due to casualty or restoration destruction of the Premises, unless this Lease has been terminated, Landlord shall use its best efforts to locate comparable space for Tenant at the fair market rate not to exceed Xxxxxx's rental rate hereunder. Landlord shall not be liable for any consequential damages by reason of inability, after use of its best efforts, to locate alternative space comparable to the extent Premises. Notwithstanding anything to the Premises are rendered unusable by contrary in this -14- <PAGE> Section 17(a). if the Tenant, casualty occurs in the Tenant’s reasonable judgmentlast eighteen (18) months of the then current term of the Lease, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the either Landlord or Tenant reopens for business; or (b) may terminate this Lease upon thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofwritten notice.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, 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 shallpursuant 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 Landlord determines that the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within ninety two hundred ten (90210) days following from the casualtycasualty date (the "Target Restoration Date"); or (b) destroyed by a casualty that is not covered by the insurance required hereunder or, repair if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Premises to their condition immediately prior to such casualty, at its own cost Building and expense. Notwithstanding anything herein to the contrary, in the following events, the Leased Premises; then Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by give written notice to Tenant of such determination (the Tenant "Casualty Notice") within sixty (60) days following of such casualty (the "Notice Period"). In case of a clause (a) casualty: , either Landlord or Tenant may, or, in the case of a clause (ib) casualty, then Landlord may, by giving written notice to the other party within thirty (30) days after Landlord's delivery of the Casualty Notice, terminate this Lease with respect to matters thereafter accruing. If Landlord reasonably and in good faith determines that the Leased Premises are substantially damaged (i.e. repair costs exceed $100,000.00) can be repaired or rebuilt within the last Target Restoration Date, then Landlord shall notify Tenant of the same within the Notice Period (which notice shall include a preliminary construction schedule), and diligently commence and pursue such repairs. In the event that neither Landlord nor Tenant terminates this Lease pursuant to clauses (a) or (b) above, but Landlord fails to substantially complete the restoration and repair of the Leased Premises within one hundred eighty twenty (180120) days following the Target Restoration Date, as such date may be extended as a result of Force Majeure or Tenant Delay (the Term and the Tenant does not exercise a renewal option"End Date"), if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the then Tenant shall have the right further right, as its sole remedy, to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged Lease by written notice to an extent that repair cannot be or is not completed Landlord given within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after following End Date (provided that substantial completion has not occurred prior to Landlord's receipt of Landlord’s repair or restoration worksaid termination notice). The Landlord shall provide for fire protection during the Term in accordance Tenant waives any right under applicable laws inconsistent with the fire safety standards terms of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofparagraph.

Casualty. In 13.1 Lessee to Rebuild or Repair. --------------------------- (a) If during the event Term all or any part of the Premises are damaged Project shall be destroyed or destroyed by fire, lightning, storm, or other casualtydamaged, the Landlord shallLessee shall promptly notify the Lessor and the Purchaser, within ninety and at the Lessee's sole cost and expense (90whether 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 and 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 made as of the first day of the first month occurring subsequent to sixty (60) days following after the effective date of such casualty. The Lessee shall deliver to the Lessor and the 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 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 restoration. (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 there shall remain any balance of such insurance proceeds, the Lessee shall apply the balance to the prepayment of the Bond. In lieu of rebuilding, restoration, replacement and repair 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 be destroyed or damaged after the Bond has been paid in full, (i) Lessee shall have no obligation to effect the repair or rebuild restoration of the Premises Project and (ii) Lessee may elect by written notice to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right Lessor to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant which event Lessee shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofno further liability hereunder.

Casualty. In the event If all or any portion of the Premises are damaged becomes untenantable or destroyed inaccessible by fire, lightning, storm, fire or other casualtycasualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord with a written estimate of the amount of time required, using standard working methods, to substantially complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). Landlord shall, shall promptly forward a copy of the Completion Estimate to Tenant. If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within ninety three hundred sixty‑five (90365) days following from the casualtydate the repair is started, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord then either party shall have the right to terminate this LeaseLease upon written notice to the other within ten (10) days after Tenant’s receipt of the Completion Estimate. Tenant, effective as however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within ninety (90) days after the date of the casualtyCasualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as Lease if: (1) the Premises have been materially damaged and less than one (1) year of the Term remains after the date of the casualty, with rent being prorated as Casualty; (2) any Mortgagee requires that the insurance proceeds be applied -24- |US-DOCS\129492181.2|| to the payment of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Termmortgage debt; or (iii3) the common areas, if any, are damaged resulting in a material interference with the operations of or access uninsured loss to the Tenant’s business, and repair cannot be Building or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofoccurs.

Casualty. In the event (a) Tenant shall deliver written notice to Landlord of any fire or 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 are damaged rendered Untenantable by the damage to the Premises which is caused by any such fire or destroyed by firecasualty until the Casualty Completion Date, lightning, storm, 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 shall, within ninety (90) days following the casualty, repair or rebuild 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 to their condition immediately prior to such casualty(including, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following eventswithout limitation, the Landlord shall have commencement date and the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the completion date of such casualty, by written notice restoration work). Landlord shall provide the Estimate Notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days date of the Term; fire or other casualty (iii) the common areas, if any, are damaged resulting in “Estimate Notice Delivery Deadline”). If Tenant does not timely elect to terminate the Lease by delivering a material interference with the operations written notice of or access termination to the Tenant’s business, and repair cannot be or is not completed Landlord within ninety (90) days following Tenant’s receipt of the casualty. In the event Estimate Notice, Tenant shall have no further right to terminate this Lease 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 Casualty Completion Date, but prior to the date on which Landlord completes (subject only to minor punch list items) 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 termination to Landlord. (b) If fire or other casualty damages the Premises and a termination of this Lease does not terminatedoccur, (i) subject to the rent subparagraphs of this Section 19(d) which follows below, Landlord shall be reduced during restore the period damaged portion of repair 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, subject to Force Majeure Delays and to the completion of minor punch list items, which restoration Landlord shall diligently pursue; and (ii) to the extent that the Premises are rendered unusable by the TenantUntenantable, in whole or in part, following such fire or other casualty, Rent hereunder for the Tenant’s reasonable judgment, in period the conduct Premises are Untenantable (not to exceed the period of its business. Such abatement shall continue until the earlier to occur of (a) time between the date of the Tenant reopens for business; fire or (b) thirty (30) calendar days after substantial completion of other casualty and the date upon Landlord’s repair restoration work is Substantially Complete) shall be abated or restoration work. The reduced to such extent as may be equitable under all of the circumstances. (c) Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited toresponsible pursuant to this Section 19 for repairing any Alterations unless (i) Tenant requests that Landlord undertake such repairs, the State Fire Marshal. The and (ii) Tenant pays all costs and expenses required to make such repairs unless such Alterations are insured by Landlord or required to be insured by Landlord pursuant to Section 18(b)(i) above. (d) Tenant shall be responsible for maintenance and repair the payment of all fire protection equipment necessary any insurance deductible pursuant to conform this Section 19, not to exceed the Deductible Limit. (e) Notwithstanding anything contained in this Section 19 to the requirements contrary, Tenant shall have no right to terminate this Lease and Landlord shall have no obligation to restore the damaged portion of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofPremises if Landlord does not receive deductible payments from Tenant in accordance with Section 19 above.

Casualty. In If the event Project shall be damaged by fire or other casualty and (i) the Premises are damaged risk is covered by insurance carried or destroyed required to be carried by fire, lightning, stormLandlord hereunder (whether or not actually maintained by Landlord) and the cost of repairing such damage shall not be greater than fifty percent (50%) of the then full replacement cost thereof, or other (ii) the damage results from a risk not covered by insurance maintained or required to be maintained (whether or not actually maintained by Landlord) pursuant to this Lease to an extent less than twenty percent (20%) of the replacement cost of the Project, or (iii) Tenant has the right to terminate this Lease as provided below and does not terminate this Lease, then, subject to the following provisions of this Article, Landlord shall repair the Project (including all leasehold improvements in the Premises) to the condition prior to the casualty, the Landlord shall, . If repairs are not commenced within ninety (90) days following of the casualty, repair diligently prosecuted thereafter, or rebuild substantially completed within two hundred seventy (270) days after the Premises commencement of such repairs, Tenant may terminate this Lease by giving written notice to their condition immediately prior Landlord or Tenant may restore and offset the costs of restoration, plus interest at the Default Interest Rate, against Rent. The Rent required to such casualtybe paid hereunder shall be abated in proportion to the portions of the Premises, at its own cost and expenseif any, which are rendered untenantable by fire or other casualty hereunder until repairs of the Project are completed, or if the Project are not repaired, until the termination date hereunder. Notwithstanding anything herein the foregoing, if the Project is damaged by fire or other casualty to an extent greater than twenty percent (20%) of the contrarythen full replacement cost thereof resulting from an act of war, in the following events, the then Landlord shall have the right to terminate this LeaseLease by giving written notice to Tenant. If Landlord fails to give Tenant such written notice within thirty (30) days following the occurrence of such casualty, effective then Landlord shall repair the Project as set forth above. If the Project shall be damaged (a) by fire or other casualty not covered by insurance maintained or required to be maintained (whether insured or not) by this Lease to an extent greater than twenty percent (20%) of the replacement cost of the Project, or (b) the damage results from a risk covered by insurance maintained or required to be maintained by this Lease to an extent greater than fifty percent (50%) of the then full replacement cost thereof, then Tenant may terminate this Lease by giving written notice to Landlord; if Tenant fails to deliver such notice within thirty (30) days following the occurrence of such casualty, then 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, with rent being prorated the damaged property cannot be repaired so as of to make the Premises tenantable within two hundred seventy (270) days from the date of such casualtycommencement of repairs, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the then Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date Lease by notifying Landlord in writing of such casualty,: termination within sixty (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (18060) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event If this Lease is not terminatedterminated as provided above, the rent all Rent shall be reduced during apportioned and paid up to the period of termination date. Landlord shall not be required to repair or restoration to the extent the Premises are rendered unusable by the replace any personal property of Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereof.

Casualty. In 14.1 If the event Leased Premises, the Premises Common Areas or the Building are totally or partially damaged or destroyed by firethereby rendering the Leased Premises totally or partially inaccessible or unusable, lightningthen the Commission shall diligently repair and restore the Leased Premises, stormthe Common Areas or the Building to substantially the same condition they were in prior to such damage or destruction. If, or other within 60 days after the casualty, the Landlord shallCommission determines that the repair and restoration cannot be completed within 12 months of the casualty (“Repair Period”), within ninety then the Commission must notify the County and the County may terminate this Lease by exercising its right to termination as set forth in Section 15.4 below. If the Leased Premises are rendered untenantable, the Rent shall be wholly abated; otherwise, the Rent shall be partially abated to the extent that the Building, the Common Areas and the Leased Premises are incapable of being used by the County as provided under this Lease. 14.2 If this Lease is terminated pursuant to Section 14.1, then the Rent (90including the Additional Rent) days following shall be apportioned (based on the casualtyportion of the Leased Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Leased Premises are substantially complete, the County shall be required to pay a pro- rata portion of the Rent only for the portion of the Leased Premises and/or the Common Areas that are usable while such repair and restoration are being made; provided, however, that if such damage or destruction was caused by the act or omission of the County, then the County shall not be entitled to any Rent reduction. After receipt of all insurance proceeds, the Commission shall proceed with and bear the expenses of such repair and restoration of the Leased Premises, the Common Areas and the Building; provided, however, that (a) if such damage or destruction was caused by the act or omission of the County , then the County shall pay the Commission’s deductible, if any, and the amount by which such expenses exceed the insurance proceeds, if any, actually received by the Commission on account of such damage or destruction, (b) the County shall pay the amount by which the cost of restoring any item which Commission is required to restore and the County is required to insure exceeds the insurance proceeds received with respect thereto, and (c) the Commission shall not be required to repair or rebuild restore any Alterations or any other contents of the Leased Premises to their condition immediately prior to such casualty(including, at its own cost and expensewithout limitation, the County’s fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to Commission may terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of if (a) insurance proceeds are insufficient to pay the date the Tenant reopens for business; full cost of such repair and restoration, or (b) thirty (30) calendar days after substantial completion of Landlord’s repair the Building is damaged by fire or restoration work. The Landlord shall provide for fire protection during casualty to such an extent that the Term in accordance with Commission decides not to rebuild or reconstruct the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofBuilding.

Casualty. In (a) If damage caused by a fire or other casualty renders the event Building fully or partially untenantable, subject to Tenant’s rights to terminate this Lease as set forth in this Section 19, neither the Base Rent nor any other amounts payable under this Lease will xxxxx for the period during which the Building is wholly or partially untenantable. (b) If a fire or other casualty renders the Premises are damaged untenantable, in whole or destroyed by firein part, lightning, storm, and the estimated time for the restoration of the Improvements and the Tenant Improvements exceeds the period that will expire on the date that is 270 days after the date of the occurrence of the fire or other casualty, Tenant may terminate this Lease by the delivery of written notice to Landlord shall, within ninety (90) 15 days following the casualty, repair or rebuild date on which Landlord notifies Tenant of the Premises to their condition immediately prior to such casualty, at its own cost and expenseestimated time for the restoration of the Improvements. Notwithstanding anything herein to the contrary, in the Landlord must provide that estimate within 60 days following events, the Landlord shall have the right to terminate this Lease, effective as of 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), with rent being prorated as but Landlord fails to complete the restoration of the Improvements by the date that is 60 days after the date of such casualtythe expiration of the period within which Landlord estimated the restoration would be completed, Tenant may, notwithstanding anything in this Lease to the 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 Improvements. If a termination of this Lease occurs in accordance with the terms of this Section 19, then Tenant within sixty (60shall 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) days following such casualty: (i) 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 are substantially damaged (i.e. repair costs exceed $100,000.00allowing 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) within the last for more than one hundred eighty (180) days in the aggregate. (c) If fire or other casualty damages the Premises and a termination of the Term and the Tenant this Lease does not exercise a renewal optionoccur under subparagraph (b) of this Section 19, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage so long as Tenant is not covered by in default beyond all applicable grace, notice and cure periods under the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any terms of the following events, the Tenant shall have the right to terminate this Lease, effective as Landlord shall restore the Improvements to substantially the condition that existed prior to the occurrence of the date 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 casualtyTenant Improvements, in which event, Landlord shall restore the Tenant Improvements in substantial accordance with rent being prorated as 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 date of insurance proceeds covering such casualty,: (i) casualty with the Premises are damaged understanding that Tenant shall cause its insurance carriers to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days pay to Landlord disbursements of the Term; or (iii) proceeds payable in respect of the common areas, if any, are damaged resulting in a material interference with casualty insurance for the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Improvements that Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term maintains in accordance with the fire safety standards 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 authority having jurisdiction over this areaImprovements. In completing the restoration, which may includeLandlord and Tenant shall each comply with all applicable Legal Requirements. In performing their respective restoration obligations, but 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 be limited tojust the Legal Requirements that were applicable at the time of original construction of the Premises. If 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 entitled to the State Fire Marshalexcess. The Landlord shall be Tenant is responsible for maintenance and repair of all fire protection equipment necessary to conform to any excess costs incurred by Landlord in restoring the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofImprovements.

Casualty. In If the event Premises, the Premises are Building or Property shall be damaged or destroyed by firefire or other casualty insurable under standard coverage insurance to the extent of less than twenty-five percent (25%) of the reasonable replacement value thereof at the time of such damage or destruction, lightningLandlord shall, stormexcept as otherwise provided herein, repair and/or rebuild the same with reasonable diligence, but Landlord's obligation hereunder shall be limited to the condition of the Premises as of the Rent Commencement Date hereof and shall also be subject to zoning and building laws then applicable to the Premises. Landlord's obligation hereunder shall be limited to the proceeds received and retained by Landlord (net of any amounts required to be paid to Landlord's mortgagee) under the insurance policy which is allocable to the Premises and Landlord shall not be obligated to commence such repairs and/or rebuilding until such insurance proceeds are released to Landlord. Tenant shall repair or restore with due diligence all trade fixtures, equipment and other installations theretofore installed by Tenant to the extent of Tenant's obligations as set forth in Exhibit B and damaged or destroyed by such fire or casualty. Within sixty (60) days after any damage to the Premises or the Property by fire or other casualty, Landlord shall give written notice to Tenant of Landlord's reasonable estimate of the Landlord shall, within ninety time required to complete the restoration of the Premises or the Property according to this Section XV (90including any time needed to collect proceeds of insurance from such damage). If the estimate of the time to complete such restoration exceeds two hundred-ten (210) days following from the casualtydate of receipt of such notice, repair or rebuild Tenant shall have the right to terminate this Lease within thirty (30) days after receiving such notice from Landlord. If the Premises shall be damaged as a result of a risk which is not required to their condition immediately prior to such casualtybe covered by insurance under this Lease, at its own cost and expense. Notwithstanding anything herein or if the Premises shall be damaged or destroyed to the contrary, extent of 25% or more of its reasonable replacement value in the following eventslast two (2) years of the then current term of this Lease (unless Tenant shall exercise, before or after to the date of such damage, any remaining option to extend the term of this Lease), Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant Lease within sixty (60) days following after such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; damage occurs. In any instance where Landlord or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right an election to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date Lease by reason of such casualty,: damage or destruction, it shall give the other notice of its election within sixty (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (9060) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; after such damage or (iii) the common areasdestruction, and in such event, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this areaelect to restore or rebuild, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance proceed to do so and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereof.Tenant shall replace or restore with due diligence all

Casualty. In If the event the Premises are Building is damaged or destroyed by fire, lightning, storm, fire or other casualty, and if the proceeds received from the insurance policies maintained by Landlord shalltherefor are sufficient to pay for the necessary repairs, and the Building can be fully repaired within ninety six (906) days following months after such casualty occurred, this Lease shall remain in effect and Landlord shall repair the casualtydamage as soon as reasonably possible, repair subject to delays beyond Landlord's control. If the insurance proceeds received by Landlord are not sufficient to pay the entire cost of repair, or rebuild the Premises to their condition immediately prior no proceeds are payable with respect to such casualty, at its own cost and expense. Notwithstanding anything herein or the Building cannot be fully repaired within six (6) months after the casualty occurred, Landlord may elect either to (i) terminate this Lease, provided Landlord shall so notify Tenant within thirty (30) days after occurrence of such casualty, or (ii) repair the contrarydamage as soon as reasonably possible, in the following eventswhich event this Lease shall remain in full force and effect; but if Landlord elects not to terminate this Lease, the Landlord Tenant shall then have the right to terminate this LeaseLease if the Premises cannot be fully repaired within six (6) months after such casualty occurred. Tenant's notification, effective if any, shall be required within thirty (30) days after Landlord's notice. In addition to the foregoing, if the damage to the Building occurs during the last two (2) years of the Lease Term, Landlord may elect to terminate this Lease as of the date of the damage occurred in any event. If this Lease is not terminated following a casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of abate from the date of the casualty, with rent being prorated as occurrenxx xx the proportion that the area of the date portion of such casualty,: (i) the Premises are damaged tendered unusable by such casualty bears to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days entire area of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualtyPremises. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such The abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards portion of the authority having jurisdiction over this area, Premises which may include, but not be limited to, the State Fire Marshal. The Landlord shall have been damaged shall be responsible for maintenance and repair rebuilt or repaired. Tenant waives the protection of all fire protection equipment necessary any law which grants a tenant the right to conform to terminate a lease in the requirements event of the applicable Building substantial destruction of a leased property, and Fire Safety Codes and agrees that the authority having jurisdiction thereofprovisions of this paragraph shall govern in the event of any substantial destruction of the Premises.

Casualty. In If any of the event the Premises are Purchased Assets is damaged or destroyed prior to the Closing, Sellers shall notify Buyers in writing of such fact promptly after obtaining knowledge thereof. If, in the reasonable opinion of an architect, general contractor, and/or engineer, to be mutually agreed upon by fireBuyers and Sellers, lightning, storm, as required to assess the damage or other casualtydestruction to any of the Purchased Assets (collectively, the Landlord shall“Independent Professionals”), within ninety the damage or destruction to the Purchased Assets renders the affected Facility substantially unusable (90defined as more than fifty percent (50%) of such Facility’s licensed beds being inoperable) for a period in excess of one hundred twenty (120) days following Closing (a “Casualty”), then Buyers may choose one of the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein two options below with regard to the contrary, affected Facility: (a) in the following eventsevent of a Casualty, the Landlord Independent Professional will provide a report providing the estimated time required to repair, replace or restore such affected Facility from the date of the opinion forward. If said period will exceed one-hundred twenty (120) days following Closing, Buyers shall have the right to terminate this Lease, effective as of the date of the casualty, Agreement with rent being prorated as of the date of respect to such casualty, by written notice to the Tenant within sixty affected Facility. Buyers shall have fifteen (6015) days following after the Independent Professionals have delivered their report to Sellers and Buyers to make such casualty: election by delivering to Sellers a written election notice (the “Election Notice”). The failure by Buyers to deliver the Election Notice within such fifteen (15)-day period shall be deemed an election not to terminate this Agreement with respect to such affected Facility; or (b) in the event of a Casualty, Buyers waive their right to terminate this Agreement with respect to an affected Facility in accordance with the terms set forth this Section and proceed with the Closing, Buyers may, at their option, either (i) require Sellers to transfer the Premises are substantially damaged portion of applicable insurance proceeds for the physical structure, equipment, the Purchased Assets and business interruption insurance (i.e. repair costs exceed $100,000.00) within but, as to business interruption insurance proceeds, only those applicable to periods after the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal optionClosing Date, if applicable; any) to Buyers at Closing, or (ii) reduce the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered Purchase Price by the Landlord’s insurance. Notwithstanding anything herein amount as determined in a report provided by the Independent Professional(s) as being the reasonable cost to repair, replace or restore the contraryphysical structure, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date equipment and Purchased Assets of such casualty,: (i) the Premises are damaged affected Facility to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access its condition immediately prior to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofsuch Casualty.

Casualty. In (a) If the event the Leased Premises are or any portion thereof, is wholly or partially damaged or destroyed by firea casualty, lightningTenant shall give Landlord and Lender immediate notice thereof. Landlord and Lender are hereby authorized to adjust, stormcollect and compromise, in their discretion and upon notice to Tenant, all claims under any of the insurance policies required by Paragraph 19 (a) (except public liability insurance claims payable to Tenant or Person other than Landlord or Lender and except for insurance claims by Tenant for loss of its personal property or business interruption) and to execute and deliver all necessary proofs of loss, receipts, vouchers and releases required by the insurers. Each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly. The rights of Landlord under this Paragraph 20(a) shall be extended to Lender if and to the extent that any Mortgage so provides. (b) If any such casualty, the loss to Landlord from which is fully covered by insurance, and which casualty renders the Leased Premises totally or partially inaccessible or unusable by Tenant in the ordinary conduct of Tenant's business then: (i) Within 20 days of notice to Landlord of such damage or destruction, Landlord shall provide Tenant with its determination of whether the damage or destruction can be repaired within 120 days of such damage or destruction without the payment of overtime or other premiums. If all repairs to the Leased Premises can, in Landlord's reasonable judgment, be completed within 120 days following the date of notice to Landlord of such damage or destruction without the payment of overtime or other premiums, Landlord shall, within ninety (90) days following at Landlord's expense, promptly commence and diligently repair the casualty, repair or rebuild the Premises same as nearly as possible to their value, condition and character immediately prior to such casualty and this Lease shall remain in full force and effect and a proportionate reduction of the Basic Rent and Additional Rent shall be allowed Tenant for such portion of the Leased Premises as shall be rendered inaccessible or unusable to Tenant, and which is not used by Tenant, during the period of time that such portion is unusable or inaccessible and not used by Tenant, to the extent such rental interruption insurance is received pursuant to Paragraph 10(b)(B) of this Lease. If the Leased Premises are not restored within 120 days following the date of notice to Landlord of such damage or destruction, then Tenant may upon written notice to Landlord (a "Termination Notice") terminate the Lease effective 30 days after Landlord's receipt of the Termination Notice. If Landlord shall complete the repair or restoration within the 30 day period between receipt of the Termination Notice and termination of the Lease, the Termination Notice shall be null and void and this Lease shall continue as if Tenant had not sent the Termination Notice. Landlord shall keep Tenant informed as to the progress of any restoration or repair. (ii) If all such repairs to the Leased Premises cannot, in Landlord's reasonable judgment, be completed within 120 days following the date of notice to Landlord of such damage or destruction without the payment of overtime or other premiums, Landlord shall notify Tenant of such determination and Landlord may, at Landlord's sole and absolute option, upon written notice to Tenant given within 30 days after notice to Landlord of the occurrence of such damage or destruction, elect to repair such damage or destruction at Landlord's expense, and in such event, this Lease shall continue in full force and effect but the Basic Rent and Additional Rent shall be proportionately reduced as hereinabove provided in Paragraph 20(b)(i). If Landlord shall give a Termination Notice pursuant to this Paragraph 20, Tenant may elect to exercise the Purchase Option by written notice to Landlord, given at any time within 60 days following the receipt of the Termination Notice and all insurance proceeds shall be assigned to Tenant or if received by Landlord shall be deducted from the purchase price paid at closing. (iii) If, at any time prior to the expiration or termination of this Lease, the Leased Premises is totally or partially damaged or destroyed from a casualty, the loss to Landlord from which is not fully covered by insurance maintained by Landlord, which damage renders the Leased Premises inaccessible or unusable to Tenant in the ordinary course of its business, Landlord, at its own cost and expense. Notwithstanding anything herein option, upon written notice to Tenant within 20 days after notice to Landlord of the contraryoccurrence of such damage or destruction, in the following eventsmay elect to repair or restore such damage or destruction, the or Landlord shall have the right may elect to terminate this Lease. If Landlord elects to repair or restore such damage or destruction, effective this Lease shall continue in full force and effect but the Basic Rent and Additional Rent shall be proportionately reduced as of provided in Paragraph 20(b)(i). If Landlord does not elect by notice to Tenant to repair such damage, or if the damage cannot, in Landlord's reasonable judgment, be completed within 180 days following the date of the casualty, with rent being prorated as of the date notice to Landlord of such casualtydamage or destruction, the Lease shall terminate and Tenant may elect to exercise the Purchase Option by written notice to the Tenant Landlord, given at any time within sixty (60) 60 days following such casualty: termination of the Lease hereunder and all insurance proceeds shall be assigned to Tenant or if received by Landlord shall be deducted from the purchase price paid at closing. (iiv) Notwithstanding anything to the contrary contained in Paragraphs 20(a) or 20(b)(i)-(iii) above, if the Leased Premises are substantially is wholly or partially damaged (i.e. repair costs exceed $100,000.00) or destroyed within the last one hundred eighty (180) days final 4 months of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of Landlord or Tenant may, at its option, by giving notice to the date of the casualty, with rent being prorated as of the date other party within 30 days after occurrence of such casualty,: damage or destruction, elect to terminate the Lease. (iv) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminatedof any damage to or destruction of the Leased Premises, under no circumstances shall Landlord be required to repair any injury, or damage to, or make any repairs to or replacements of, Tenant's personal property. However, Tenant shall deliver to Landlord the rent shall be reduced during proceeds of insurance received by Tenant from the period of "all risk" property policy carried by Tenant on any Alterations, and Landlord shall, pursuant to its receipt thereof, repair or restoration same to the extent Landlord shall receive such insurance proceeds from Tenant (but if the amount of insurance proceeds shall not be sufficient to cause the repair of the Alterations to be fully made by Landlord, Tenant shall pay to Landlord, within 10 days of receipt of request therefor, the additional amount of funds requested by Landlord in order to complete the repair of the Alterations) and this Lease shall remain, in full force and effect. Landlord shall have no responsibility for any contents placed or kept in or on the Leased Premises are rendered unusable by Tenant or any of Tenant's employees, agents, invitees, contractors, assignees or sublessees. (vi) This Paragraph 20 shall be Tenant's sole and exclusive remedy in the event of damage or destruction to the Leased Premises and Tenant, in the as a material inducement to Landlord entering into this Lease, irrevocably waives and releases Tenant’s reasonable judgment's rights under California Civil Code Sections 1932(2) and 1933(4). No damages, in the conduct compensation or claim shall be payable by Landlord for any inconvenience, any interruption or cessation of its Tenant's business. Such abatement shall continue until the earlier , or any annoyance, arising from any damage to occur or destruction of (a) the date the Tenant reopens for business; all or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards any portion of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofLeased Premises.

Casualty. In 16.1. If there is any damage to or destruction of the event Premises, LESSEE shall promptly, upon obtaining knowledge thereof, give notice thereof to LESSOR, describing the Premises are damaged nature and extent thereof. 16.2. If the Building is damaged, but no portion thereof is rendered untenantable, and this Lease is not terminated pursuant to Section 16.4 or destroyed by fire16.5 hereof, lightning, storm, or other casualty, the Landlord LESSOR shall, within at its own expense, cause Restoration to be completed as soon as reasonably practicable but in no event later than ninety (90) days following from the casualtyoccurrence, repair subject to any Excusable Delay, and the Basic Rent and Additional Rent shall not abate. 16.3. If the Building is damaged or rebuild the Premises destroyed anx xx rendered partially or wholly untenantable, and this Lease is not terminated pursuant to their condition immediately prior to such casualtySection 16.4 or 16.5 hereof, LESSOR shall, at its own cost and expense. Notwithstanding anything herein , cause Restoration to be completed as soon as reasonably practicable but in no event later than three hundred sixty five (365) days from the occurrence, subject to any Excusable Delay, and, subject to the contraryprovisions hereof, the Basic Rent and Additional Rent shall be equitably abated until Restoration is completed and LESSOR shall permit LESSEE to re-enter the Building for the purposes of restoring LESSEE'S trade fixtures and alterations and improvements made by LESSEE no later than two hundred seventy (270) days after the occurrence, subject to any Excusable Delay. 16.4. If, in the following eventssole opinion of LESSOR, fifty percent (50%) or more of the Landlord manufacturing space in the Building is damaged or destroyed and the total cost of Restoration shall have amount to fifty percent (50%) or more of the full insurable value of the Building, LESSOR, in lieu of Restoration, may elect to terminate this Lease, provided that notice of such termination shall be sent to LESSEE within sixty (60) days after the occurrence of such casualty. If LESSOR exercises its right to terminate this Lease, effective as of the date of the casualtythis Lease shall cease, with rent being prorated terminate and expire, and all Basic Rent and Additional Rent shall be prorated, as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days damage or destruction. The term "manufacturing space" as used in this Section 16.4 means all interior areas of the Term and the Tenant does not exercise a renewal optionBuilding, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common other than office areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereof.

Casualty. In If the event Project shall be damaged by fire or other casualty and (i) the Premises are damaged risk is covered by insurance carried or destroyed required to be carried by fire, lightning, stormLandlord hereunder (whether or not actually maintained by Landlord) and the cost of repairing such damage shall not be greater than fifty percent (50%) of the then full replacement cost thereof, or other (ii) the damage results from a risk not covered by insurance maintained or required to be maintained (whether or not actually maintained by Landlord) pursuant to this Lease to an extent less than twenty percent (20%) of the replacement cost of the Project, or (iii) Tenant has the right to terminate this Lease as provided below and does not terminate this Lease, then, subject to the following provisions of this Article, Landlord shall repair the Project (including all leasehold improvements in the Premises) to the condition prior to the casualty, the Landlord shall, . If repairs are not commenced within ninety (90) days following of the casualty, repair diligently prosecuted thereafter, or rebuild substantially completed within two hundred seventy (270) days after the Premises commencement of such repairs, Tenant may terminate this Lease by giving written notice to their condition immediately prior Landlord or Tenant may restore and offset the costs of restoration, plus interest at the Default Interest Rate, against Rent. The Rent required to such casualtybe paid hereunder shall be abated in proportion to the portions of the Premises, at its own cost and expenseif any, which are rendered untenantable by fire or other casualty hereunder until repairs of the Project are completed, or if the Project are not repaired, until the termination date hereunder. Notwithstanding anything herein the foregoing, if the Project is damaged by fire or other casualty to an extent greater than twenty percent (20%) of the contrarythen full replacement cost thereof resulting from an act of war, in the following events, the then Landlord shall have the right to terminate this Lease, effective as of Lease by giving written notice to Tenant. If Landlord fails to give Tenant such written notice within thirty (30) days following the date of the casualty, with rent being prorated as of 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) the damage results from a risk covered by insurance maintained or required to be maintained by this Lease to an extent greater than fifty percent (50%) of the then full replacement cost thereof, then Tenant may terminate this Lease by giving written notice to the Landlord; if Tenant fails to deliver such notice within sixty thirty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (9030) days following the occurrence of such casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The then Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereof.shall

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, fire or other casualty, Landlord agrees to promptly restore and repair the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Leased Premises to their a condition immediately substantially similar to the condition that existed prior to such casualtydestruction; including, at its own cost Landlord's obligation to reconstruct all of the tenant finish improvements as were originally required to be made by Landlord as per EXHIBIT "B" AND "B-1" (INCLUSIVE OF THE PHASE II WORK). Minimum Annual Rent and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord Additional Rent shall have the right to terminate this Lease, effective as of proportionately xxxxx from the date of destruction in the casualtyLeased Premises and continuing through the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, with rent being prorated as of if the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: Leased Premises are (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) so destroyed that they cannot be repaired or rebuilt within the last one hundred eighty (180) days of from the Term and the Tenant does not exercise a renewal option, if applicablecasualty date; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage destroyed by a casualty which is not covered by the Landlord’s insurance. Notwithstanding anything herein insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the contraryBuilding and the Leased Premises; then, in any case of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: a clause (i) casualty, either Landlord or Tenant may, or, in the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; case of a clause (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areascasualty, if anythen Landlord may, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) upon thirty (30) calendar days after substantial completion of Landlord’s repair or restoration workdays' written notice to the other party, terminate this Lease with respect to matters thereafter accruing. The Landlord shall provide for fire protection during the Term in accordance Tenant waives any right under applicable laws inconsistent with the fire safety standards terms of this paragraph and in the event of a destruction agrees to accept any offer by Landlord to provide Tenant with comparable space within the project in which the Leased Premises are located on the same terms as this Lease. Notwithstanding the provisions of this paragraph, if any such damage or destruction occurs within the final year of the authority having jurisdiction over this areaterm hereof, which may includethen Landlord, but not be limited toin its sole discretion, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform may, without regard to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofaforesaid 180-day period, terminate this Lease by written notice to Tenant.

Casualty. In the event of total or partial destruction of the Leased Premises are damaged or destroyed by fire, lightning, storm, 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 shallpursuant to Section 2.07 above, if any. Rent shall proportionately xxxxx during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within ninety two hundred ten (90210) days following from the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicablecasualty date; or (iib) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage destroyed by a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord’s insurance, may, upon thirty (30) days' written notice in the other party, terminate this Lease with respect to Illegible thereafter accruing. Notwithstanding anything herein If the Lease is not terminated pursuant to the contrary, in any preceding sentence and Landlord fails to substantially complete the restoration and repair of the following eventsLeased Premises within two hundred eighty (280) days after the date for the occurrence of the damage (subject to delays due to force majeure and any delay caused by Tenant's acts or omissions), the then Tenant shall have the right to terminate this LeaseLease upon written notice to Landlord, effective so long as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged Tenant's written notice is received by Landlord prior to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after Landlord's substantial completion of Landlord’s repair or such restoration work. The Landlord shall provide for fire protection during the Term in accordance and repair, Tenant waives any right under applicable laws inconsistent with the fire safety standards terms of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofparagraph.

Casualty. In 9.1. If the event the Leased Premises are damaged 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, lightning, storm, fire or other casualty, or if it is damaged by uninsured casualty, or by insured casualty to such an extent that the Landlord shall, damage cannot be repaired within ninety (90) days following of the casualtyoccurrence, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right option to restore the Leased Premises or to terminate this LeaseAgreement on thirty (30) days’ written notice to Tenant, effective as of the any date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within not more than sixty (60) days following such casualty: after the occurrence. If this section becomes applicable, Landlord shall advise Tenant within thirty (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (18030) 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 the Term and casualty until completion of the Tenant does not exercise a renewal optionrepairs (or the date of termination of this Agreement, if applicable; 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 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 Landlord within six (ii6) months after the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and date of the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contraryor destruction, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as Agreement by written notice given to Landlord at the end of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereof.six

Casualty. In If, during the event Term, the Building and other Improvements that are part of the Premises are damaged totally or partially destroyed by firefrom any cause rendering the Premises totally or partially inaccessible or unusable (“Casualty”), lightning, storm, or other casualty, then Landlord shall have the Landlord shall, right at Landlord's option to give written notice to Tenant within ninety (90) days following after the casualtydate of the occurrence of such damage of Landlord's intention to either: (i) repair such damage as soon as reasonably possible at Landlord's expense, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to (ii) terminate this Lease, effective Lease as of the date of the casualty, with rent being prorated as of the date occurrence of such casualtydamage. If Landlord elects to repair the damage, by written notice to and if the Tenant within sixty (60) days following cost of such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant repairs does not exercise a renewal optionexceed the amount of insurance proceeds received by Landlord from Tenant's Insurance pursuant to Section 6 above, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date on account of such casualty,: (i) damage, and if the Premises are damaged to an extent that repair cannot restoration can be or is not made under then existing Laws and can be completed within ninety (90) working days following after obtaining all necessary permits therefor, then Landlord shall restore the casualty; (ii) Building and Improvements to substantially the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within same condition as they were in immediately before destruction. If the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair restoration cannot be or is so made, then within fifteen (15) days after the parties determine that the restoration cannot completed within be made as stated in this Section 12.1, Tenant can terminate this Lease immediately by giving written notice to Landlord. If the existing Laws do not permit the restoration, either party can terminate this Lease by giving ninety (90) days following prior written notice to the casualtyother party. In case of destruction, there shall be an abatement or reduction of Rent, between the event this date of destruction and the date of completion of restoration if restoration takes place, or the date of termination if the Lease is not terminated, the rent shall be reduced during the period of repair or restoration to based on the extent to which the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance destruction actually interferes with the fire safety standards Xxxxxx's use of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofPremises.

Casualty. (A) A "Total Loss" shall be deemed to have occurred if (i) the Building is so damaged by fire or other casualty that the estimated cost to repair same amounts to fifty percent (50%) or more of the total estimated construction cost of the entire Building; (ii) the Building is so damaged by fire or other casualty that Landlord, in its reasonable discretion, decides to demolish and not to immediately rebuild same; (iii) the Premises or Building is materially damaged by fire or other casualty during the last 12 months of the Term hereof; or (iv) sufficient insurance proceeds are unavailable to allow restoration of the Building. Any other casualty loss not amounting to a Total Loss shall be deemed a "Partial Loss". (B) In the event of a Total Loss, Landlord may terminate this Lease by written notice to Tenant within one hundred twenty (120) days after the Premises are damaged or destroyed by fire, lightning, storm, date of such fire or other casualty. Rent shall be apportioned on a per diem basis and paid to the date of such fire or other casualty. Alternatively, if Xxxxxxxx decides to rebuild and restore the Property following a Total Loss, this Lease shall not terminate and Landlord shallshall repair and restore the Premises (exclusive of any alterations, within ninety additions, or improvements made by or at the request of Tenant) at Landlord's expense and with due diligence, subject, however, to (90i) days following reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord's control. Rent shall xxxxx on a per diem basis from the casualty, repair or rebuild date of such casualty and through the period of construction and repair. Tenant shall permit Landlord and its contractors to have free access to the Premises to their condition immediately prior to perform such casualty, at its own cost and expensework. Notwithstanding anything herein to the contrarycontrary in this Article 22, if at least five (5) years remain in the Term as of the date of the casualty event (notwithstanding the time periods set forth in the first sentence of Section 3(C) above, following eventsany such casualty Tenant shall have the right to exercise any remaining option to extend the Term in order to cause such remaining portion of the Term to exceed five (5) years), the Landlord shall not have the right to terminate this LeaseLease if (1) sufficient insurance proceeds are available to restore such damage, effective as or (2) Tenant agrees to pay the cost to repair the uninsured portion of such damage, to the extent such uninsured portion exceeds five percent (5%) of the date replacement cost value of the casualtyBuilding. (C) In the event of a Partial Loss, provided Landlord does not terminate this Lease under Section 22(B) as a result of its inability to recover sufficient insurance proceeds, Landlord shall be required to proceed with rent being prorated as all due diligence to repair and restore the Premises (exclusive of any alterations, additions, or improvements made by or at the request of Tenant), subject, however, to (i) reasonable delays for insurance adjustments and (ii) delays caused by forces beyond Landlord's control. Rent shall xxxxx on a per diem basis from the date of such casualty, by written notice casualty in proportion to the extent to which Xxxxxx’s use of the Premises is diminished during the period while repairs are in progress. Tenant within sixty shall permit Landlord and its contractors to have free access to the Premises to perform such work. (60D) If the Premises are damaged by any peril and Landlord does not terminate this Lease, then Tenant shall have the option to notify Landlord of its intent to terminate the Lease (“Intent to Terminate Notice”) if on such date that is three hundred thirty (330) days following such casualty: (i) the issuance of permits to allow restoration, the restoration of the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within to the last condition immediately prior to the casualty event is not complete. Landlord shall be deemed to have obtained all required permits no later than one hundred eighty (180) days following the event of casualty. Upon receipt of the Term Intent to Terminate Notice, Landlord shall have until the date that is forty-five (45) days following receipt of the Intent to Terminate Notice to cause the Premises to be substantially complete, thereby allowing Tenant to return to operations in the Premises. If restoration of the Premises is substantially complete on or before such date that is forty-five (45) days following receipt of the Intent to Terminate Notice, Tenant shall no longer have a right to terminate the Lease and the Intent to Terminate Notice shall be deemed rescinded. If restoration of the Premises is not substantially complete after such date that is forty-five (45) days following receipt of the Intent to Terminate Notice, Tenant does not exercise a renewal optionmay terminate the Lease upon delivery of written notice of termination to Landlord. If restoration is delayed due to (i) issuance of permits needed for restoration solely to all allow for Tenant’s Permitted Use (as opposed to commercial uses, if applicablegenerally); (ii) environmental contamination at the Property resulting from Xxxxxx’s Use of the Premises; (iii) fire caused by Tenant; or (iiiv) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered caused by the LandlordTenant’s insurance. Notwithstanding anything herein to the contrary, in any violation of the following events, the Tenant shall have the right to terminate this Lease, effective the timeframes for restoration described in this Section 22 (D) shall be extended one day for each day of such delay. (E) Notwithstanding any other provision of this Lease, following any event of casualty pursuant to which Landlord undertakes restoration of the Building and/or Premises, Landlord’s only obligation for restoration of Tenant’s Outside Area shall be an obligation to return Tenant’s Outside Area to its condition as of the date of the casualty, with rent being prorated as initial delivery of the date possession of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration Outside Area to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereof.

Casualty. 22.1 In the event the Premises are is damaged or destroyed by fire, lightning, storm, fire or other casualtycasualty and in Landlord’s reasonable estimation such damage can be materially restored within one hundred eighty (180) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a 10/31/01 CALWEST TX MTIN REVISED 7/15/02 2000 X. Xxxxx Xxxx., Xxxxx, Xxxxx XX-000000 v6 1202810-00004 proportionate abatement in rent from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (45) days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred eighty (180) days, Landlord shalland Tenant shall each have the option of giving the other, at any time within ninety (90) days following the casualtyafter such damage, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate notice terminating this Lease, effective as of the date of the casualty, with rent being prorated Lease as of the date of such casualtydamage. Additionally, if any fire or other casualty damages the Premises within the last nine (9) months of the Term, or if any fire or other casualty to any other portion of the Building materially and adversely affects Tenant’s use or occupancy of the Premises or Tenant’s access thereto, Tenant shall have the option of giving Landlord, at any time within ninety (90) days after such damage, written notice terminating this Lease as of the date of such damage. In the event of the giving of any such notice of termination, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term, and neither party shall have any further obligations hereunder (except for any such obligations which expressly survive the termination or expiration of this Lease). In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within thirty (30) days after the date estimated by Landlord therefor as specified by Landlord in accordance with Section 22.1, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to the Tenant Landlord, within sixty thirty (6030) days following after the expiration of said period of time, whereupon the Lease shall end on the date of such casualtynotice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained in this Article: (i) Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last one hundred eighty twelve (18012) days months of the Term or any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as Lease by notice to Landlord within thirty (30) days after receipt of the date of the casualty, with rent being prorated as of Landlord’s notice whereupon this Lease shall end on the date of such casualty,: (i) damage as if the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following date of such damage were the casualty; (ii) date originally fixed in this Lease for the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days expiration of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. . 22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Lease is not terminatedArticle 22, the rent it shall be reduced during the period of repair or restoration Tenant’s responsibility to the extent properly secure the Premises are rendered unusable by and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the Tenant, in property belonging to Tenant or its licensees from such portion or all of the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; Building or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Premises as Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofrequest.

Casualty. In the event If all or any portion of the Premises are damaged becomes untenantable or destroyed inaccessible by fire, lightning, storm, fire or other casualtycasualty to the Premises or the Common Areas (collectively a “Casualty”), the Landlord shallLandlord, within with reasonable promptness, but in no event later than ninety (90) days following the casualtydate 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 or rebuild and restoration of the Premises and any Common Areas necessary to their 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 to the condition immediately prior to such casualtythe Casualty within one hundred eighty (180) days from the date of the Casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord then either party shall have the right to terminate this LeaseLease upon written notice to the other within thirty (30) days after Xxxxxx’s receipt of the Completion Estimate. Tenant, effective as 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, with rent being prorated as 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 such casualtythe Casualty, (b) Landlord, by written notice to the Tenant within sixty ninety (6090) days following such casualty: (i) after the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days date of the Term and Casualty, shall have the Tenant does not exercise a renewal option, right to terminate this Lease if applicable(1) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (ii2) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein a material uninsured loss to the contraryBuilding or Premises occurs; provided, in any however, that Landlord may only exercise its right to termination this Lease under this clause (b) if it terminates the leases of all other tenants of the following eventsBuilding similarly affected by such Casualty, the and (c) Tenant shall have the right to terminate this Lease, effective as of Lease if 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, with rent being prorated as Casualty (subject to extension due to any events of the date of such casualty,: (i) the Premises are damaged Force Majeure for a period not to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion days), upon thirty (30) days’ prior written notice to Landlord, provided that if such restoration is completed on or before the expiration of Landlord’s repair such thirty (30) day period, then such termination shall be deemed null and void and this Lease shall continue in full force and effect. If this Lease is terminated by either party on account of any Casualty as provided in this Section 14, then Tenant shall pay to Landlord (by assignment or restoration work. The Landlord shall provide for fire protection during otherwise) the Term insurance proceeds paid or payable to Tenant under the policy(ies) referred to in accordance with the fire safety standards Section 13.02(b) on account of the authority having jurisdiction over this areadamage to or loss of the Leasehold Improvements in the Premises; however, which may includefrom any such proceeds actually received by Xxxxxx, but not be limited to, the State Fire Marshal. The Landlord Tenant shall be responsible for maintenance and repair of all fire protection equipment necessary entitled to conform retain any amount up to the requirements depreciated amount of the applicable Building and Fire Safety Codes and Excess Tenant Work Costs after deduction of the authority having jurisdiction thereofAllowance.

Casualty. In the event of total or partial destruction of the Premises are damaged or destroyed Property by fire, lightning, storm, fire or other casualty, the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Premises agrees to their condition immediately prior use commercially reasonable efforts to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written provide notice to the Tenant within sixty (60) days following from the date of such casualty: (i) casualty stating whether Landlord is able to repair or rebuild the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) Property within the last one hundred eighty (180) days of from the Term and casualty date. If Landlord provides notice to Tenant that Landlord is able to repair or rebuild the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed Property within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days from the casualty date, Landlord shall promptly restore and repair same; provided, however, Landlord’s obligation hereunder shall be limited to the reconstruction of the TermShell Work and Finish Work. Rent shall proportionately axxxx during the time that the Property or part thereof is unusable because of any such damage or because of Tenant’s inability to access the Property. Notwithstanding the foregoing, if (i) Landlord provides notice to Tenant that Landlord is unable to repair or rebuild the Property within one hundred eighty (180) days from the casualty date; or (iiiii) Landlord provides notice to Tenant that the common areascasualty is not covered by the insurance required hereunder or, if anycovered, such insurance proceeds are damaged resulting insufficient to rebuild the Property; then, in a material interference with the operations case of clause (i) above, either Landlord or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the TenantTenant may, in the Tenant’s reasonable judgmentcase of clause (ii) above, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) then Landlord may, upon thirty (30) calendar days’ written notice to the other party, terminate this Lease with respect to matters thereafter accruing. If neither party terminates this Lease pursuant to the foregoing and Landlord undertakes the repair and restoration of the Property, but the Property is not repaired and restored within one hundred eighty (180) after such casualty date, then Tenant shall have the right to provide Landlord written notice of its intent to terminate this Lease, which termination shall be effective forty-five (45) days after substantial completion of LandlordLandlord receives Tenant’s notice; provided, however, in the event Landlord completes the repair or and restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this areawithin such forty-five (45) day period, which may include, but not be limited to, the State Fire Marshal. The Landlord then Tenant’s right to terminate shall be responsible for maintenance deemed waived and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building null and Fire Safety Codes void and the authority having jurisdiction thereofLease shall continue in full force and effect.

Casualty. In the event 14.1 Tenant shall promptly notify Landlord in writing of any damage to or destruction of the Premises are for any cause whatsoever. 14.2 If the Premises shall be damaged or destroyed injured by fireany cause covered by Landlord’s insurance, lightning, storm, or other casualty, the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: either (i) to the Premises are substantially damaged (i.e. extent sufficient insurance proceeds have been received by Landlord, effect the repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term thereof as promptly as reasonably possible, delays beyond Landlord's control excepted, and the Tenant does not exercise a renewal option, if applicable; this Lease shall remain in full force and effect or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the notify Tenant shall have the right that Landlord elects to terminate this Lease, effective as of Lease no later than 180 days after the date of damage or injury to the casualtyPremises. Under no circumstances shall Landlord be required to replace or repair Tenant's stock in trade, with rent being prorated as fixtures, furniture, furnishings, equipment, leasehold improvements or other such items. 14.3 If during the period following any damage to or destruction of the date Premises, Tenant shall be deprived of such casualty,: (i) the occupancy of any portion of the Premises, the Fixed Rent payable hereunder shall proportionately adjusted corresponding to the time during which and to the portion of the Premises are damaged to an extent that repair cannot of which Tenant shall be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. deprived. 14.4 In the event of any termination of this Lease is not terminated, the rent shall be reduced during the period of repair or restoration pursuant to the extent the Premises are rendered unusable by the Tenantprovisions of this Article, in the Tenant’s reasonable judgmentLandlord an Tenant shall thereupon be released from any further liability hereunder, in the conduct of its business. Such abatement except Tenant shall continue until the earlier to occur of (a) the date the Tenant reopens remain liable for business; all obligations and liabilities under this Lease, actual or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this areacontingent, which may includehave arisen on or prior to such date of termination, including, but not be limited toby way of limitation, Tenant's liability for the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements payment of the applicable Building Fixed Rent and Fire Safety Codes and the authority having jurisdiction thereofAdditional Payments.

Casualty. In the event If the Premises are is damaged or destroyed by fire, lightning, storm, fire or other casualtycasualty covered by insurance, the then (unless this Lease is terminated by Landlord shallas hereinafter provided) this Lease shall continue in full force and effect and Landlord shall proceed, within ninety (90) days following the casualtyafter adjustment of such loss, to repair or rebuild restore the Premises to their the condition immediately prior which Landlord furnished to Tenant upon the commencement of the Term. Landlord shall be under no obligation to restore any Alterations to the Premises made by Tenant unless the same is covered by Landlord’s insurance, but nothing herein shall be construed to require Landlord to insure such casualty, at its own cost and expenseproperty. In no event shall Landlord be obligated to expend an amount in excess of the insurance proceeds received by Landlord for such repair or restoration. Notwithstanding anything herein the foregoing, if any destruction or damage to the contraryPremises (whether or not the Premises are affected) is so extensive that Landlord, in its sole discretion, elects not to repair or restore the following eventsPremises, or the proceeds of insurance are not sufficient or available to fully pay the cost of the repair or restoration, then Landlord shall have the right to may terminate this Lease, Lease effective as of the date of the casualty, with rent being prorated as of the date of such casualty, damage by written notice to the Tenant within sixty (60) days following such of the casualty: . The provisions of this Section are subject to the rights of Landlord’s mortgagees, if any. Except in the case of an event of force majeure (idefined below), if Landlord does not make the determination to restore or rebuild the Premises within sixty (60) days after the casualty, or if the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) not repaired or rebuilt within the last one hundred eighty (180) days of after the Term and the Tenant does not exercise a renewal optioncasualty, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: by giving notice to Landlord within twenty (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (9020) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements expiration of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereoftime period.

Casualty. In 17.1. If there is any damage to or destruction of the Demised Premises, LESSEE shall promptly give notice thereof to LESSOR, describing the nature and extent thereof. 17.2. If the Demised Premises are damaged, but no portion thereof is rendered untenantable, and this Lease is not terminated pursuant to Section 17.4, 17.5 or 17.6 hereof, LESSOR shall, at its own expense, cause Restoration to be completed as soon as reasonably practicable but in no event later than ninety (90) days from the occurrence, subject to any Excusable Delays, and the Basic Rent and Additional Rent shall not xxxxx. 17.3. If the Demised Premises are damaged or destroyed by fireand are rendered partially or wholly untenantable, lightningand this Lease is not terminated pursuant to Section 17.4, storm17.5 or 17.6 hereof, or other casualty, the Landlord LESSOR shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost expense, cause Restoration to be completed as soon as reasonably practicable but in no event later than three hundred sixty five (365) days from the occurrence, subject to any Excusable Delays, and expensethe Basic Rent and Additional Rent shall be equitably abated. 17.4. Notwithstanding anything herein to Without limiting LESSOR'S termination right under Section 17.5, if thirty percent (30%) or more of the contraryDemised Premises is damaged or destroyed, LESSOR, in lieu of Restoration, may elect to terminate this Lease, provided that notice of such termination shall be sent to LESSEE within sixty (60) days after the following events, the Landlord shall have the occurrence of such casualty. If LESSOR exercises its right to terminate this Lease, effective as of the date of the casualtythis Lease shall cease, with rent being prorated terminate and expire, and all Basic Rent and Additional Rent shall be prorated, as of the date of such casualtydamage or destruction. (a) If the Demised Premises are damaged or destroyed and, by written in the reasonable opinion of LESSOR, more than three hundred sixty five (365) days are necessary to complete Restoration, then LESSOR or LESSEE may elect to terminate this Lease provided notice of such termination shall be sent to the Tenant other party within sixty (60) days following after the occurrence of such casualty: . (ib) If, during the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days final year of the Term and the Tenant does not exercise a renewal option, if applicable; or more than twenty percent (ii20%) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following eventssquare footage of the Building is rendered partially or wholly untenantable, then LESSOR may elect to terminate this Lease provided notice of such termination shall be sent to LESSEE within sixty (60) days after the Tenant shall have the occurrence of such casualty. (c) If either party exercises its right to terminate this LeaseLease pursuant to this Section 17.5, effective as of the date of the casualtythis Lease shall cease, with rent being prorated terminate and expire, and all Basic Rent and Additional Rent shall be prorated, as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be damage or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofdestruction.

Casualty. In the event any casualty to the Premises are damaged or destroyed by fire, lightning, storm, or other casualty, the Landlord shallProperty occurs prior to Close of Escrow, within ninety fifteen (9015) days following from the casualty, SELLER shall determine in good faith and give written notice to BUYER ("Casualty Loss Notice") stating (a) whether or not the affected Improvements can be repaired or reconstructed in time to permit completion of all Improvements on or before the Outside Completion Date, and, if not the estimated time required for extension of the Outside Completion Date, and (b) if the full cost of repair or rebuild replacement of casualty loss is not fully covered by insurance, whether or not SELLER will complete the Premises to their condition immediately prior to such casualty, repair or reconstruction at its own cost and expense. Notwithstanding anything herein If SELLER timely gives a Casualty Loss Notice stating SELLER's intention to repair or reconstruction the contraryaffected Improvements and complete the Improvements and the estimated extension of the Outside Completion Date does not exceed one hundred and eighty (180) days, then this Agreement shall continue in effect, subject to completion of such Improvements by the following eventsextended Outside Completion Date ("Extended Outside Completion Date"). If SELLER fails to timely give a Casualty Loss Notice or gives a Casualty Loss Notice stating SELLER's decision not to repair or reconstruct and its election to terminate this Agreement, the Landlord then BUYER shall have the right to terminate this Leaseright, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, exercisable by written giving notice to the Tenant SELLER within sixty ten (6010) days following such casualtyof SELLER's delivery of its Casualty Loss Notice or failure to timely give notice, to elect: (i) to give a continuation notice ("Continuation Notice") stating (aa) in the Premises are substantially damaged (i.e. case the reason for the termination by SELLER was that the repair costs exceed $100,000.00) within the last one hundred eighty (180) days or reconstruction together with any remaining Improvements cannot be completed before expiration of the Term Extended Outside Completion Date, BUYER's Agreement to extend the Extended Outside Completion Date for the estimated period set forth in SELLER's Casualty Loss Notice sufficient to permit completion of the Improvements, including the repairs and reconstruction, and to continue this Agreement in effect, subject to modification in accordance with the Tenant does preceding provisions, or (bb) if the reason for SELLER's decision was the casualty loss was not exercise a renewal optionfully insured, if applicableBUYER's Agreement to include in the Development Costs all of the reasonable costs of repair or restoration; or (ii) to give a notice of termination of this Agreement ("Casualty Termination Notice"). If BUYER does not timely deliver either a Continuation Notice or a Casualty Loss Termination Notice within such ten (10) days period, then BUYER shall be deemed to have agreed to the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurancetermination of this Agreement. Notwithstanding anything herein to the contrarypreceding provisions, in any casualty loss suffered as a result of the following events, activities of BUYER on the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent Property shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofconsidered a BUYER's Delay.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord's obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally in place at the time of the Commencement Date or required to be made by Landlord shallpursuant to Section 2.02 above, if any. Rent shall proportionately xxxxx during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within ninety two hundred ten (90210) days following 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, repair either Landlord or rebuild Tenant may, or, in the Premises to their condition immediately prior to such case in the case of a clause (b) casualty, at its own cost and expensethen Landlord may, upon thirty (30) days' written notice to the other party, terminate this Lease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph. Notwithstanding anything herein in this Lease to the contrary, in if (i) the following events, Leased Premises is damaged or destroyed during the Landlord shall have the right to terminate this Lease, effective as last twelve (12) months of the date of the casualty, with rent being prorated as of Term; or (ii) Landlord fails to substantially complete its repair or restoration obligations within two hundred ten (210) days following the date of such casualty, then Tenant may terminate the Lease by delivering written notice to Landlord of its election to terminate within thirty (30) days after the Tenant casualty with respect to (i) above, or, with respect to (ii) above, at any time after the expiration of the applicable time period giving rise to Tenant's right to terminate, provided, that Tenant's notice of termination shall be deemed null and void if Landlord substantially completes the Leased Premises within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days receipt of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereof's termination notice.

Casualty. In If the event the Leased Premises are is damaged or destroyed by fire, lightning, storm, fire or other -------- casualty, the Landlord shallwill promptly give written notice to Tenant whether the damaged area can reasonably be repaired within 180 days after the date on which all requisite permits and licenses for the repair thereof are obtained from the appropriate governmental authorities. If Landlord notifies Tenant that it does not believe that the damaged area can reasonably be repaired within such 180-day period, then both Landlord and Tenant will have the option of terminating this Lease by giving written notice thereof to the other at any time within ninety 30 days after the date of Tenant's receipt of the aforementioned notice from Landlord. If Landlord determines that the damaged area can reasonably be repaired within such 180-day period or if neither party elects to terminate this Lease despite the fact that Landlord has determined that the damaged area cannot be reasonably repaired within such 180-day period, then Landlord will proceed to repair the damaged area at its sole expense; provided, however, that Landlord will in no event be required to repair any improvements previously made to the Leased Premises by or at the request of Tenant pursuant to (90) days following S)10 hereof. If the casualtyLeased Premises are rendered untenantable in whole or in part as a result of a fire or other casualty which was not caused by Tenant, repair then all rent and other payments accruing after the occurrence of any such fire or rebuild the Premises to their condition immediately other casualty and prior to the completion of the repair of the Leased Premises will be equitably and proportionately abated to reflect the untenantable portion of the Leased Premises. Landlord will not be liable to Tenant for any inconvenience or interruption to Tenant's business occasioned by such casualty, at its own cost and expensefire or other casualty or the concomitant repair of the damaged area. Notwithstanding anything herein In addition to the contrary, termination rights given to Landlord and Tenant in the following eventsimmediately preceding paragraph of this (S)19, the Landlord shall Tenant will also have the right to terminate this LeaseLease upon the occurrence of any of the following events: (a) the occurrence of any fire or other casualty during the last two years of the Lease Term it at least 50% of the rentable square feet contained within the Leased Premises are rendered untenantable as a result of the occurrence of such fire or other casualty; (b) Landlord's failure to begin its repair of any damaged area in the Leased Premises caused by such fire or other casualty within 60 days after the occurrence thereof, subject to the occurrence of any Delay Event (as that term is defined in (S)9 hereof); or (c) Landlord's failure (subject to the occurrence of any Delay Event) to complete the repair of any damaged area within 180 days after the date on which all requisite permits and licenses for the repair thereof are obtained from the appropriate governmental authorities, notwithstanding the fact that Landlord had earlier given written notice to Tenant that the damaged area could reasonably be repaired within the aforementioned 180 day period. Tenant will exercise any termination right granted to it in this paragraph by giving written notice of such termination to Landlord at any time within thirty days after the date of the occurrence of the event giving rise to Tenant's termination right hereunder. If this Lease is terminated in accordance with the provisions of this (S)19, all Base Rent, Excess Expense payments and other monetary obligations of Tenant hereunder will be prorated effective as of the date of the casualty, with rent being prorated as Tenant's delivery of the date of any such casualty, by written termination notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereof.

Casualty. In 15.01. If the event the Demised Premises are shall be damaged or destroyed by fire, lightning, storm, fire or other casualty, then unless Landlord shall elect to terminate the 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 or other casualty in the last twelve (12) months of the Term, if at any time the Demised Premises shall be rendered substantially untenantable by fire or other casualty, or if the 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 rendered substantially untenantable by fire or other casualty in the last twelve (12) months of the Term, Tenant may elect to terminate the Term by giving Landlord notice within twenty (20) days of the date of such fire or other casualty. If at any time Landlord has not repaired or restored the Demised Premises within 120 days of the date of any fire or other casualty, subject to extensions of up to ninety (90) days following due to causes beyond Landlord’s reasonable control, then Tenant may elect to terminate the casualtyTerm by giving Landlord notice within twenty (20) days after such 120-day period as such period may have been extended; provided, however, that if Landlord notifies Tenant that the anticipated date of completion of such repair or rebuild and restoration will be a date after the Premises aforesaid deadline, then the time for Tenant to their condition immediately prior to such casualty, at exercise its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate under this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty Section 15.03 shall expire twenty (6020) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the after Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or notice is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofgiven.

Casualty. 22.1 In the event the Premises or the Building are damaged by fire or destroyed other cause and in Landlord’s reasonable estimation such damage can be materially restored within one hundred eighty (180) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by fireTenant of the Premises from time to time. Within forty-five (45) days from the date of such damage, lightningLandlord shall notify Tenant, stormin writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred eighty (180) days, Landlord and Tenant shall each have the option of giving the other, at any time within thirty (30) days after Landlord provides to Tenant the notice required in 22.1 above, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other casualtycauses beyond the reasonable control of Landlord, the Landlord shall, within ninety (90) days following the casualtyperiod for restoration, repair or rebuild rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the Term or any extension thereof, but if Landlord determines not to their condition immediately prior repair such damages Landlord shall notify Tenant within forty-five (45) days after such casualty of its election and Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such casualtyindebtedness, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the then Landlord shall have the right to terminate this LeaseLease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, effective as of the date of the casualty, with rent being prorated as of whereupon this Lease shall end on the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, damage as if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) damage were the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following date originally fixed in this Lease for the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days expiration of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. . 22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Lease is not terminatedArticle 22, the rent it shall be reduced during the period of repair or restoration Tenant’s responsibility to the extent properly secure the Premises are rendered unusable by and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the Tenant, in property belonging to Tenant or its licensees from such portion or all of the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; Building or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Premises as Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofreasonably request.

Casualty. In the event If the Premises are or Project, or any portion of either, shall be damaged by fire or destroyed other casualty covered by firethe insurance carried by Landlord hereunder, lightningand the cost of repairing such damage shall not be greater than twenty percent (20%) of the then full replacement cost thereof, stormthen, subject to the following provisions of this Article, Landlord shall repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance carried by Landlord hereunder, (b) by fire or other casualty covered by insurance carried by Landlord hereunder and Landlord's mortgagee requires that such insurance proceeds be used to retire the mortgage debt, or (c) to an extent greater than twenty percent (20%) of the then full replacement cost thereof, then Landlord shall have the option to either (i) repair or reconstruct the same to substantially the same condition as immediately prior to such fire or other casualty, the Landlord shall, within ninety or (90ii) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, Lease by written notice to the so notifying Tenant within sixty (60) days following after the date of such fire or other casualty: , such termination to be effective as of the date of such notice. In the event Landlord shall elect to repair or reconstruct in accordance with subclause (i) of this Section, Landlord shall so notify Tenant in writing within sixty (60) days after the Premises are substantially damaged (i.e. date of such casualty. In the event Landlord shall be obligated to repair costs exceed $100,000.00) or reconstruct or shall have elected to repair or reconstruct, then such repair or reconstruction shall be completed by Landlord within the last one hundred eighty (180) days of after the Term and casualty if the Tenant does damage was not exercise a renewal option, if applicable; or greater that thirty percent (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.0030%) and two hundred forty (240) days after the casualty if the damage is not covered was greater than fifty percent (50%) (subject to Tenant Delays and delays caused by force majeure). In the Landlord’s insurance. Notwithstanding anything herein event Landlord fails to complete any repair or reconstruction within the contraryforegoing time periods, in any of the following events, the Tenant shall have the right option to terminate this Lease, Lease by so notifying Landlord with such termination to be effective as of Tenant's notice. Furthermore, notwithstanding anything to the date contrary contained herein, if the Premises or the Project should be so damaged by fire or other casualty such that the damage cannot, in Landlord's reasonable opinion, be repaired within two hundred forty (240) days after such casualty, then Landlord shall notify Tenant of same (the "Major Damage Notice" ) whereupon either Landlord or Tenant may terminate this Lease by delivering written notice to the other party within thirty (30) days after receipt of the casualty, with rent being prorated as Major Damage Notice. The Rent required to be paid hereunder shall be abated in proportion to the portions of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areasPremises, if any, which are damaged resulting in a material interference with rendered untenantable by fire or other casualty hereunder until repairs of the operations Premises are completed, or if the Premises are not repaired, until the termination date hereunder. Other than such Rent abatement, no damages, compensation or claim shall be payable by Landlord for loss of the use of the whole or access to any part of the Premises, Tenant’s 's personal property, or any inconvenience, loss of business, or annoyance arising from any such repair and repair canreconstruction unless caused by the gross negligence or willful misconduct of Landlord. If the damage results from default or negligence of Tenant, its agents, employees, licensees or invitees, then Tenant shall not be entitled to any abatement or is not completed within ninety (90) days following the casualtyreduction of any Rent or other sums due hereunder. In the event If this Lease is not terminatedterminated as provided in (c)(ii) above, the rent all Rent shall be reduced during apportioned and paid up to the period of termination date. Landlord shall not be required to repair or restoration replace any furniture, furnishings or other personal property which Tenant may be entitled to the extent remove from the Premises are rendered unusable or any property constructed and installed by the Tenant, or for Tenant in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofPremises.

Casualty. In 17.1 If there is any damage to or destruction of the Demised Premises, LESSEE shall promptly give notice thereof to LESSOR, describing the nature and extent thereof. 17.2 If the Demised Premises are damaged, but no portion thereof is rendered untenantable, and this Lease is not terminated pursuant to Section 17.4, 17.5 or 17.6 hereof, LESSOR shall, at its own expense, cause Restoration to be completed as soon as reasonably practicable but in no event later than ninety (90) days from the occurrence, subject to any Excusable Delays, and the Basic Rent and Additional Rent shall not axxxx. 17.3 If the Demised Premises are damaged or destroyed by fireand are rendered partially or wholly untenantable, lightningand this Lease is not terminated pursuant to Section 17.4, storm, 17.5 or other casualty, the Landlord 17.6 hereof,LESSOR shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost expense, cause Restoration to be completed as soon as reasonably practicable but in no event later than one hundred eighty (180) days from the occurrence, subject to any Excusable Delays, and expense. Notwithstanding anything herein to the contraryBasic Rent and Additional Rent shall be equitably abated. 17.4 If, in the following eventssole opinion of LESSOR, the Landlord Building is damaged or destroyed and the total cost of Restoration shall amount to thirty percent (30%) or more of the full insurable value of the Building, LESSOR, in lieu of Restoration, may elect to terminate this Lease, provided that notice of such termination shall be sent to LESSEE within sixty (60) days after the occurrence of such casualty. If LESSOR exercises its right to terminate this Lease, this Lease shall cease, terminate and expire, and all Basic Rent and Additional Rent shall be prorated, as of the date of such damage or destruction. 17.5 If the Building is damaged or destroyed and, in the reasonable opinion of LESSOR, more than one hundred eighty (180) days are necessary to complete Restoration, or if during the final year of the Term the Demised Premises are damaged or destroyed and rendered partially or wholly untenantable, LESSOR may elect to terminate this Lease provided notice of such termination shall be sent to LESSEE within sixty (60) days after the occurrence of such casualty. If LESSOR exercises its right to terminate this Lease, this Lease shall cease, terminate and expire, and all Basic Rent and Additional Rent shall be prorated, as of the date of such damage or destruction. 17.6 LESSOR shall not be required to expend for Restoration an amount in excess of (i) the Net Award received by it plus (ii) the amount of the deductible. In the event such amount is not adequate or the holder of an Underlying Encumbrance elects to retain the Net Award, LESSOR shall have the right to terminate this Lease provided notice of such termination shall be sent to LESSEE within sixty (60) days after the amount of such Net Award is ascertained, or after the date on which the holder of the Underlying Encumbrance notifies LESSOR that it has elected to retain the Net Award, whichever the case may be. If LESSOR exercises its right to terminate this Lease, effective as of the date of the casualtythis Lease shall cease, with rent being prorated terminate and expire, and all Basic Rent and Additional Rent shall be prorated, as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; damage or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofdestruction.

Casualty. In (a) If the event the Demised Premises are shall be partially damaged or destroyed by fire, lightning, storm, fire or other casualtycasualty so that the damage can reasonably be repaired by Landlord within 180 days from the date of the damage (90 days for any casualty during the last year of the Term), then the damage shall be diligently repaired by and at the expense of Landlord, and the Rent until such repairs shall be made shall be apportioned according to the part of the Demised Premises which is tenantable. (b) If the Demised Premises is rendered wholly untenantable by fire or other casualty or is partially damaged so that the damage cannot reasonably be repaired by Landlord shallwithin 180 days of the date of the damage (as determined by an independent architect or contractor selected by Landlord), then in any of such events Landlord or Tenant may, within ninety 30 days after such casualty (90) or in Tenant's case not sooner than 15 days following after receipt of the casualtyestimated restoration time from Landlord), repair or rebuild give the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, other party a notice in the following events, the Landlord shall have the right writing of intention to terminate this Lease, and thereupon the Term shall expire, effective as of the date of the casualty, with rent being prorated as of and Tenant shall vacate the Premises and surrender the same to Landlord within 30 days after the date of such casualtythe termination notice, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within provided that for any casualty during the last one hundred eighty (180) days year of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following eventsTerm, the Tenant restoration period shall have the right be 90 days, rather than 180 days. If neither party elects to terminate this Lease, effective as the provisions of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of Article 15 (a) shall govern. (c) Landlord shall not be liable for any damage to, or be required (under any provision of this Lease or otherwise) to repair, restore or replace, any property in the date Premises, nor be liable to Tenant for damage arising from rain or snow or from the Tenant reopens for business; bursting, overflowing or (b) thirty (30) calendar days after substantial completion leakage of water, steam or gas pipes or defect in the plumbing, HVAC, mechanical or electrical systems of the Demised Premises unless resulting from the gross negligence of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but Tenant not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofbeing contributorily negligent.

Casualty. In the event that the Premises are Building is damaged or destroyed by fire, lightning, storm, fire or other casualty, the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualtysame shall be restored by Landlord, at its own expense, with reasonable dispatch. In the event the cost of repairs and expense. Notwithstanding anything herein to restoration exceeds fifty percent (50%) of the contraryfull insurable value of the Leased Premises, in the following events, the Landlord shall have the right to then either party may terminate this Lease, effective Lease as of the date of destruction or damage by providing written notice to the casualtyother party within fifteen (15) days after the date of destruction or damage. Upon the giving of such notice, with rent being prorated as of this Lease shall be terminated and cancelled and the Leased Premises surrendered by Tenant, and any advance rentals which may have been paid by Tenant shall be re-paid to Tenant from and after the date of such casualtydamage. If this Lease is not so terminated, by written notice Landlord shall restore the structure and exterior of the Building and the Leased Premises and the interior of the Leased Premises (to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days extent of the Term additions, alterations and improvements that would be required to be surrendered to Landlord upon termination of this Lease or that would be required to be removed by Tenant, as described on Exhibit E), at its own expense, within a reasonable time after such destruction or damage. All rents payable to Landlord shall xxxxx during the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein period of any restoration in proportion to the contrary, in any area of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date Leased Premises rendered unusable by reason of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, that the rent shall be reduced during the period of repair damage or restoration loss to the extent the Leased Premises are rendered unusable by the Tenant, in the is a result of Tenant’s reasonable judgmentnegligence, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance the deductible portion of any insurance proceeds and repair of all fire protection equipment necessary to conform to the requirements rent hereunder shall not xxxxx. In the event that any restoration of the applicable Building Leased Premises required to be performed by Landlord under this paragraph 30 is not complete within one hundred twenty (120) days from the date of destruction or damage, Tenant may, at its option and Fire Safety Codes upon ten (10) days’ written notice to Landlord, terminate this Lease. Landlord shall not be liable or responsible, and the authority having jurisdiction thereofone hundred twenty (120)-day period mentioned in the preceding sentence shall be extended, for any delays in repairing or rebuilding due to war, strikes, labor unrest or activities, riots, government action, acts of God, inclement weather or any other cause beyond Landlord’s control.

Casualty. In the event the Premises are damaged or the Building is destroyed or injured by fire, lightning, storm, earthquake or other casualtycasualty to the extent that more than one-third (1/3) of the Premises are untenantable, the Landlord shall, then Lessee may terminate this Lease by providing written notice thereof to Lessor within ninety thirty (9030) days following such casualty. If Lessee does not terminate this Lease pursuant to the casualtyforegoing sentence, repair Lessor may, at Lessor’s option, proceed with reasonable diligence to rebuild and restore the said Premises or rebuild 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 their condition immediately prior casualty or destruction of the Premises, Lessor shall use its best efforts to such casualtylocate 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, at after use of its own cost and expensebest efforts, to locate alternative space comparable to the premises leased hereunder. Notwithstanding anything herein 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 contrary, casualty and Lessee cannot reasonably conduct its business in any material portion of the following events, the Landlord Premises in accordance with its usual business operations. Lessee shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereof.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, fire or other casualty, Landlord agrees promptly to restore and repair same to substantially the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition existing immediately prior to the partial or total destruction; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such 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 or repair. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within two hundred ten (210) days from the casualty date; or (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, at its own cost and expense. Notwithstanding anything herein to the contraryeither Landlord or Tenant may, or, in the following eventscase of a clause (b) casualty, then Landlord may, upon thirty (30) days’ written notice to the Landlord shall have the right to other party, terminate this LeaseLease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph. If Landlord does not terminate the Lease as provided above, effective as but Landlord fails to either (a) substantially complete the restoration and repair of the Leased Premises within two hundred ten (210) days after the date of the casualty, with rent being prorated as 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 date of such casualty, by written notice to the Tenant Leased Premises within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days after the date of the Term and the Tenant does not exercise a renewal optionoccurrence of such casualty, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the then Tenant shall have the right to terminate this LeaseLease upon written notice to Landlord, effective so long as Tenant’s written notice is delivered to Landlord prior to Landlord’s delivery of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Leased Premises are damaged substantially completed to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference Tenant. Tenant waives any right under applicable laws inconsistent with the operations terms of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofparagraph.

Casualty. In the event of total or partial destruction of the Leased Premises are damaged or destroyed by fire, lightning, storm, fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord's obligation hereunder shall be limited to (a) the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord shallpursuant to Section 2.02 above; and (b) the extent that insurance proceeds are sufficient to restore or repair same. Rent shall proportionately xxxxx during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within ninety one hundred twenty (90120) days following from the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, casualty date; (b) destroyed by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage casualty that is not covered by the Landlord’s insurance. Notwithstanding anything herein insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Tenant may, upon thirty (30) days' written notice to the contraryother party, in any of the following events, the Tenant shall have the right to terminate this LeaseSublease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph. Upon termination of this Sublease pursuant to this Article 9, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areasLandlord shall refund all Tenant’s prepaid rent, if any, are damaged resulting in a material interference with including rent paid for any period during which the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Leased Premises are rendered were unusable by Tenant for the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofPermitted Use.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, 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 shallpursuant to Section 2.02 above, if any. Rent shall proportionately xxxxx during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt to a condition in which Tenant can resume the Permitted Use within ninety (90) days following the casualty, repair or rebuild the Leased Premises to their condition immediately the extent existing prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant casualty within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days from the casualty date or such shorter number of days as the Term Target Agreement may require Tenant to resume business after a casualty (but not fewer that 120 days); provided, with an allowance for an additional twenty (20) days in the event reconstruction or repairs are to occur in the months of January or February; provided further that notwithstanding the Target Agreement, in the event of a casualty, Tenant shall (i) exercise any right it may have in the Target Agreement to extend such resumption period, and the Tenant does not exercise a renewal option, if applicable; or (ii) if no such extension right is provided for in the Premises are substantially damaged Target Agreement, use commercially reasonable efforts to obtain an extension of time from Target; (i.e. repair costs exceed $100,000.00b) and the damage destroyed by a casualty that is not covered by the Landlord’s insurance. Notwithstanding anything herein insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the contrary, in any of Building and the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the TermLeased Premises; or (iiic) the common areas, if any, are destroyed or damaged resulting in a material interference with the operations of or access prior to the Tenant’s businessCommencement Date such that Landlord will be unable to Substantially Complete the Work per the Project Schedule; then, and repair cannot be in case of a clause (a) casualty, either Landlord or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminatedTenant may, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenantor, in the Tenant’s reasonable judgment, in the conduct case of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or a clause (b) casualty, then Landlord may, upon thirty (30) calendar days' written notice to the other party, terminate this Lease with respect to matters thereafter accruing and, in the event of a clause (c) casualty, Tenant may terminate this Lease by giving written notice to Landlord of such termination within ten (10) days after substantial completion of Landlord’s repair or restoration worksuch casualty. The Landlord shall provide for fire protection during the Term in accordance Tenant waives any right under applicable laws inconsistent with the fire safety standards terms of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofparagraph.

Casualty. In the event the Leased Premises are damaged or destroyed in whole or in part by fire, lightning, storm, fire or other casualtycasualty during the term hereof, the Landlord Sub-Lessee agrees Owner shall, within ninety (90) days following to extent of insurance proceeds repair and restore the casualty, repair or rebuild same to tenantable condition and the rent herein provided for shall xxxxx entirely in case the entire Leased Premises to their condition immediately prior to such casualty, at its own cost are untenantable and expense. Notwithstanding anything herein to prorated for the contraryportion rendered untenantable, in the following eventsevent of partial untenantability, until such time as the Landlord Leased Premises are restored to tenantable condition. If the Leased Premises cannot be restored to tenantable condition within a period of one hundred eighty (180) days, Lessor shall have the right to terminate this Lease, effective as of the date of the casualty, with Sub-Lease upon written notice to Sub-Lessee and any rent being prorated as of paid in advance for any period after the date of such damage and destruction shall be refunded to Sub-Lessee. If the Leased Premises are damaged due to fire or other casualty, by written notice Sub-Lessee shall at its own cost and expense remove such of its furniture and other belongings from the Leased Premises as Lessor shall require in order to repair and restore the Leased Premises. Sub-Lessee agrees Owner shall be the sole judge as to the Tenant within sixty (60) days following such casualty: (i) extent of the untenantability of the Leased Premises and of the time required for the repair and rebuilding of the same. In the event the building in which the Leased Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within located is destroyed to the last one hundred eighty (180) days extent of more than one-half of the Term and the Tenant does not exercise a renewal optionthen value thereof, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant Lessor and/or Owner shall have the right to terminate this LeaseSub-Lease upon written notice to Sub-Lessee, effective as of the date of the casualty, with in which event any rent being prorated as of paid in advance for any period after the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent destruction shall be reduced during the period of repair or restoration refunded to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofSub-Lessee.

Casualty. (a) In the event the Premises are damaged or destroyed by firethat, lightning, storm, or other as a result of a casualty, the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: whether (i) insured against by the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; State or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) intended and the damage is not covered deemed by the Landlord’s insurance. Notwithstanding anything herein State to be the contrarysubject of its general plan to provide against and cover such casualty or loss by self-insurance or self-retention, in any the Demised Premises is damaged without the fault of the following eventsLessee, its officers, members, employees, customers, guests, invitees or other persons who are doing business with the Tenant shall have Lessee, or who are at the right Demised Premises with the Lessee’s consent, so as to terminate this Leaserender the Demised Premises untenantable in whole or part, effective as of then: (1) If the date of State finds that the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot necessary repairs or rebuilding can be or is not completed within ninety (90) days following after the casualty; occurrence of the damage, the State shall repair or rebuild with due diligence, and the Fixed Rent hereunder shall be abated only for the period from the occurrence of the damage to the earlier of: (i) sixty (60) days after the completion of the repairs or rebuilding, or (ii) the Premises are substantially damaged (i.e. Lessee’s reopening for business at the Demised Premises, whether or not the work of repair costs exceed $100,000.00) or rebuilding is actually completed within the last one hundred eighty said ninety (18090) days of days; or (2) If the Term; State finds that such repairs or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair rebuilding cannot be or is not completed within ninety (90) days following after the casualtyoccurrence of the damage, or if the State concludes that areas other than the Demised Premises also require rebuilding, then the State shall have the options: (i) to proceed with due diligence to repair or to rebuild the Demised Premises as necessary; or (ii) to terminate this Lease as to the entire Demised Premises; and in the case of (i), the Fixed Rent hereunder shall be abated either as the case may require for the period from the occurrence of the damage to the earlier of: (a) sixty (60) days after the completion of the repairs or rebuilding, or (b) the Lessee’s reopening for business at the Demised Premises, or for the period from the occurrence of the damage to the effective date of termination. In the event this Lease that the casualty is not terminated, the rent shall be reduced during the period of repair or restoration due to the extent fault of the Premises Lessee, its officers, members, employees, customers, guests, invitees or other persons who are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance doing business with the fire safety standards of Lessee, or who are at the authority having jurisdiction over this areaDemised Premises with the Lessee’s consent, which may include, but not be limited tothen, the State Fire Marshalshall repair or rebuild the Demised Premises, with due diligence, at the Lessee’s sole cost and expense. The Landlord State’s cost thereof shall be responsible for maintenance and repair paid within twenty (20) days of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofdemand.

Casualty. In the event of total or partial destruction of the Building or the Premises by fire or other casualty (a “Casualty”), Landlord agrees promptly to restore and repair the same; provided that Landlord’s obligation with respect to the Premises shall not include any improvements made by Tenant in connection with this Lease. Rent shall proportionately xxxxx during any time that the Premises are damaged unusable (and not used) because of any such damage. Notwithstanding the foregoing, if the Premises are (a) so destroyed that they cannot be repaired or rebuilt within two hundred ten (210) days from the date Landlord receives a reasonable estimate for such repair or rebuilding (which estimate Landlord shall use commercially reasonable efforts to get within thirty (30) days of such Casualty), (b) destroyed by firea Casualty that is not covered by the insurance required hereunder or, lightningif covered, stormsuch insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Premises, or (c) if a Casualty occurs during the second year of the Term or during any Extension Term, then, in case of a clause (a) Casualty, either Landlord or Tenant may, or, in the case of a clause (b) Casualty, Landlord may, or, in the case of a clause (c) Casualty, Tenant may, upon thirty (30) days’ written notice to the other casualtyparty, the terminate this Lease with respect to matters thereafter accruing. Tenant’s right to terminate this Lease under this Article 9 shall be exercised by giving Landlord shall, written notice of such exercise within ninety thirty (9030) days following after Xxxxxx receives notice of the casualty, estimated time for such repair or rebuild rebuilding, time being of the Premises essence, and the effective date of the termination shall be the date that is thirty (30) days after the date Landlord receives the applicable notice. Tenant’s failure to their condition immediately prior to such casualty, at its own cost and expensetimely submit a termination notice as set forth herein shall be deemed a waiver of Tenant’s termination right under this Article 9. Notwithstanding anything herein to the contrary, in the following events, the no event may Landlord shall have the right to terminate this Lease, effective as Lease under this Article 9 unless and until Landlord simultaneously terminates the leases of all similarly situated tenants at the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Building. Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in waives any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference under Applicable Laws inconsistent with the operations terms of or access this paragraph. Landlord agrees, at its cost, to the Tenant’s business, maintain customary property and repair cannot be or is not completed within ninety (90) days following the casualty. In the event other insurance in connection with its obligations under this Lease is not terminated, the rent shall (including this Article 9); it being agreed that such cost may be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, includable in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofOperating Costs hereunder.

Casualty. 22.1 In the event the Premises or any of the Buildings are damaged by fire or destroyed by fire, lightning, storm, other cause and in Landlord’s reasonable estimation such damage can be materially restored within two hundred forty (240) days from the date of such fire or other casualty, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such damage until Landlord shalldelivers a Certificate of Occupancy (as defined in Exhibit B) to Tenant for the restored Premises. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the 20 Xxxxxx Premises, the 22 Xxxxxx Premises or the 28 Xxxxxx Premises, as the case may be, from time to time. Within forty-five (45) days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within two hundred forty (240) days from such date of the fire or other casualty, Landlord and Tenant shall each have the option of giving the other, at any time within ninety (90) days following after such damage, notice terminating this Lease with respect to the portion of the Premises in the damaged Building only as of the date of such damage; provided, that, if the fire or other casualty is to the 20 Xxxxxx Building and such repairs cannot, in Landlord’s reasonable estimation, be made within two hundred forty (240) days from such date of the fire or other casualty, then Tenant shall have the option of giving notice to Landlord, at any time within ninety (90) days after such damage, notice terminating this Lease with respect to the 20 Xxxxxx Premises, the 22 Xxxxxx Premises and the 28 Xxxxxx Premises, in their entirety. In the event of the giving of any such notice, this Lease shall expire with respect to the portion of the Premises in the damaged Building only (except as otherwise expressly set forth in the immediately preceding sentence) and all interest of the Tenant in such portion of the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Buildings or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control, except as otherwise expressly set forth in Article 11. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease with respect to the portion of the Premises in the damaged Building only by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end with respect to the portion of the Premises in the damaged Building on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord (each, a “Force Majeure Event”), the period for restoration, repair or rebuild rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the Term or any extension thereof, but if Landlord determines not to their condition immediately prior repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the Premises in the damaged Building untenantable Tenant shall have the right to terminate this Lease with respect to the portion of the Premises in the damaged Building only by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Buildings requires that any insurance proceeds be applied to such casualtyindebtedness, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the then Landlord shall have the right to terminate this LeaseLease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, effective as of the date of the casualty, with rent being prorated as of whereupon this Lease shall end on the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, damage as if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) damage were the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following date originally fixed in this Lease for the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days expiration of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. . 22.6 In the event of any damage or destruction to the Buildings or Premises by any peril covered by the provisions of this Lease is not terminatedArticle 22, the rent it shall be reduced during Tenant’s responsibility to properly secure the period Premises and, subject to applicable law, upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of repair all of the personal property belonging to Tenant or restoration its licensees from such portion or all of the Buildings or Premises as Landlord shall request. 22.7 In the event of any damage or destruction to the Buildings or the Premises such that Tenant is required to vacate a portion of the same, to the extent that Landlord has space available within Landlord’s other buildings in the Park of comparable size to the portion of the Premises are rendered unusable so vacated by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall use reasonable efforts to provide for fire protection during the Term Tenant with temporary space in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The such buildings upon terms and conditions mutually acceptable to Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofTenant.

Casualty. In the event (a) If all or any part of the Premises are damaged by fire or other casualty Tenant shall immediately notify Landlord in writing. Unless the Lease is terminated as hereinafter provided, if the Premises shall be damaged or destroyed in whole or in any part by fire, lightning, storm, or other casualty, the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, shall at its own cost and expenseexpense promptly repair and restore the Premises, including any leasehold additions or improvements (but excepting Tenant’s trade fixtures, equipment or other personal property and any improvements made by Tenant hereunder after the Amendment Date) to substantially the same condition as existed immediately prior to such damage or destruction; provided, however that Landlord shall only be required to reconstruct building standard leasehold improvements existing in the Premises as of the date of damage, and Tenant shall be required to pay the cost for restoring any other leasehold improvements. Notwithstanding anything herein If the insurance proceeds received by Landlord are insufficient to pay the full cost of repair or restoration, Landlord shall pay the deficiency. (b) If the damage or destruction shall occur (i) during the last year of the Primary Term or at any time during any Extended Term, or (ii) at any time during the Primary Term of this Lease and the cost of repairs or restoration shall exceed twenty-five percent (25%) of the replacement value of the Premises in their condition just prior to the contraryoccurrence of the damage or destruction, Tenant may, no later than sixty (60) days following the damage, give Landlord notice that it elects to terminate this Lease. (c) In the event of a partial destruction of the Premises and Landlord shall fail to restore and rebuild same completely within one hundred twenty (120) days of the casualty, or in the following eventsevent of a total destruction of the Premises and Landlord shall fail to restore and rebuild same completely within one hundred eighty (180) days thereafter, Tenant may give Landlord notice at any time after the one hundred twenty (120) or one hundred eighty (180) day period, that it elects to terminate this Lease. (d) Landlord shall have the right to terminate this Lease if: (i) the Buildings shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of the Buildings shall be required (whether or not the Premises have been damaged); (ii) Landlord is not permitted by Governmental Requirements to rebuild the Buildings in substantially the same form as existed before the fire or casualty; (iii) the Premises have been materially damaged and there is less than one (1) year of the Term remaining on the date of the casualty and Tenant does not elect to extend the Term as provided in Paragraph 4 of this Lease; (iv) in Landlord’s reasonable opinion, effective as repairs necessary for Tenant’s occupancy of the Premises cannot be completed within one year after the date of the casualty; or (v) in Landlord’s reasonable opinion, with rent being prorated as the cost of the date repairs or restoration shall exceed fifty percent (50%) of such casualty, by written notice the replacement value of the Premises in their condition just prior to the occurrence of the damage or destruction. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of after the date of the casualty. (e) If such notice shall be given pursuant to subparagraphs (b), with rent being prorated as of the date of such casualty,: (c) or (d) above, (i) this Lease shall terminate on the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following date given in such notice with the casualtysame effect as if it were the date herein specified for the expiration of the Lease Term; (ii) Tenant shall surrender possession of the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Terma reasonable time thereafter; or and (iii) any rent paid for any portion of the common areasLease term beyond the date of damage or destruction shall be repaid to Tenant. (f) The rent and all other charges shall equitably xxxxx from the date of the damage until the date on which the Landlord shall have repaired or restored the Premises or the date on which Tenant reoccupies the Premises, if any, are damaged resulting in a material interference with the operations of or access to the whichever first occurs. At Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminatedoption, the rent shall Primary Term on the West Fork Building, the Control Center and the Data Center may be reduced during proportionately extended as to such affected premises for the period of repair or restoration to the extent the Premises are rendered unusable time such affected premises could not be used by the Tenant, Tenant in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofsame manner as before such damage.

Casualty. In (a) If the event the Premises are leased premises or any part thereof shall be damaged or destroyed by firefire or any other cause, lightningTenant shall immediately notify Lessor and the Trustee of such destruction or damage. Tenant expressly waives the provisions of any present or future law relating to such damage or destruction and agrees that the provisions of this Lease shall control the rights of Lessor and Tenant. (b) Subject to the further provisions of this SECTION 12, storm, there shall be no abatement of rent pending repairs or other rebuilding occasioned by any casualty, except to the Landlord shallextent to which Lessor shall have received a net sum as proceeds of any rent insurance with respect to such casualty. (c) If at the time of any casualty the Agreement shall be in effect, within ninety the provisions of SUBSECTION 7.2 of the Agreement shall apply and the Tenant shall perform Lessor's obligations and shall have the right to exercise Lessor's elections thereunder. If as a result of such damage or destruction the Tenant elects not to repair the Project and provides the Trustee on behalf of the Lessor, and as a payment of additional rent to Lessor, applicable as provided in SECTION 23 hereof, with funds equal to the unpaid balance of the purchase price of the Project payable under said SUBSECTION 7.2, it may terminate this Lease after all principal of, premium, if any, and interest on the Bonds have been paid in full or provision for such payment shall have been made in accordance with the Indenture. (90d) days following If the casualty, repair Agreement shall not then be in effect and the leased premises shall be substantially damaged or rebuild destroyed in any single casualty from any cause whatsoever so that the Premises leased premises could not be restored to their condition immediately prior 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, this 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 provision for such payment shall have been made in accordance with the pro 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 destruction and, at its own cost and expense. Notwithstanding anything herein , repair and restore the leased premises to a condition substantially equivalent to its condition prior to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of event causing such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; damage or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofdestruction.

Casualty. In If the event the Leased Premises are damaged or destroyed by fire, lightningearth- -------- quake or other casualty other than caused by the acts or omissions of the Lessee or Lessee's employees, stormagents, invitees, or other casualtycustomers, to the Landlord shallextent that the ordinary business of the Lessee cannot reasonably be conducted therein and if such damage cannot be or is not within reasonable diligence, repaired by the Lessor within ninety (90) days following from the casualtyhappening of the injury, repair then either Lessor or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord Lessee shall have the right option of terminating this Lease by written notice delivered to the other party within thirty (30) days following the happening of said injury. If either Lessor or Lessee elects to terminate this Lease as aforesaid, Lessee shall immediately vacate and surrender possession of the Leased Premises to Lessor; provided, however, that if the Lessor elects to terminate the Lease and damage to the Leased Premises is 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 otherwise be reimbursed by the Lessor for such repairs and Lessee shall not have to vacate the Leased Premises. If neither Lessee nor Lessor elects to terminate this Lease, effective as or if the Leased Premises are not damaged to the extent that the damage unreasonably interferes with the conduct of the date of Lessee's ordinary business, Lessor shall proceed with said repairs with all reasonable diligence. If the casualty, with rent being prorated as of the date of such casualty, by written notice damage and repairs to the Tenant within sixty (60) days following such casualty: (i) Leased Premises do not unreasonably interfere with the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered business being conducted by the Landlord’s insurance. Notwithstanding anything herein to the contraryLessee, there shall be no reduction in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualtyrent. In the event this Lease is not terminatedall other events, the rent shall be reduced during the period of repair or restoration proportionately abated to the extent degree that Lessee's use of the Leased Premises is impaired by the damages to the Leased Premises. Should the damage to the Leased Premises be so extensive as to render the Leased Premises untenable and both parties elect not to terminate the lease then, rent payments hereunder shall cease until the Leased Premises shall be repaired by the Lessor. 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 rendered unusable by the Tenant, situated and for improvements and betterments in the Tenant’s reasonable judgment, in Leased Premises shall be paid to the conduct Lessor upon the occurrence of its business. Such abatement shall continue until any loss for repair of the earlier to occur of (a) the date the Tenant reopens for business; Leased Premises or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term if this Lease is terminated in accordance with the fire safety standards 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 authority having jurisdiction over this area, which may include, but not be limited to, insurance proceeds specifically attributable to the State Fire Marshal. The Landlord personal property and fixtures belonging to the Lessee shall be responsible for maintenance and repair of all fire protection equipment necessary to conform paid to the requirements Lessee. No losses shall be adjusted without the approval of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofLessor.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, 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 the Tenant Improvements as were originally required to be made by Landlord shallpursuant to SECTION 2.02 above, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expenseif any. Notwithstanding anything herein to the contrarycontrary contained herein, 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 Landlord determines that the Leased Premises and/or access thereto are (a) so destroyed that Landlord (or Landlord's architect, if applicable) estimates that they cannot be repaired or rebuilt or within two hundred ten (210) days from the casualty date; or (b) destroyed by a casualty that is not covered in any amount by the following eventsinsurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or, excluding Landlord's deductible or self-insured retention amounts, are insufficient to rebuild the Building and the Leased Premises; then Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by give written notice to Tenant of such determination (the Tenant "Casualty Notice") within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: . Either Landlord or Tenant may terminate this Lease with respect to matters thereafter accruing by giving written notice to the other party within thirty (i30) days after Landlord's delivery of the Casualty Notice. Notwithstanding the aforesaid 60-day period, Landlord shall use reasonable efforts to notify Tenant of the estimated time that will INDUSTRIAL LEASE be required to repair or rebuild the Leased Premises are damaged to an extent that repair cannot be or is not completed within ninety forty-five (9045) days following the casualty; (ii) casualty event. Tenant waives any right under applicable laws inconsistent with the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) terms of this paragraph. Notwithstanding the provisions of this paragraph, if any such damage or destruction occurs within the last one hundred eighty final twelve (18012) days months of the Term; term hereof, then either Landlord or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in their respective sole discretion, may, without regard to the Tenant’s reasonable judgmentaforesaid two hundred ten (210) day period, in terminate this Lease by written notice to the conduct of its business. Such abatement shall continue until the earlier other, such notice to occur of (a) the date the Tenant reopens for business; or (b) be given within thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereoffollowing a casualty.

Casualty. In (a) Except as hereinafter provided, if any of the event the Premises are Improvements shall be damaged or destroyed by firefire or any other casualty covered by a standard policy of fire and extended coverage insurance, lightningas required pursuant to Section 4.5 hereof, stormLessee shall thereafter commence and diligently prosecute to completion, or other casualtyat Lessee's sole expense, the Landlord shall, within ninety (90) days following the casualty, repair or rebuild rebuilding of the Premises Improvements or portion thereof which was damaged, in a good and workmanlike manner, in accordance with plans and specifications satisfactory to their condition 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 damage or destruction with respect to any building ("Building") which is a part of the Improvements is so extensive that it cannot be rebuilt, restored or repaired as required in Section 11.1(a) within one hundred twenty (120) days after such casualtyoccurrence, at as determined by Lessee in its own cost and expense. Notwithstanding anything herein to reasonable judgment or (ii) any such damage or destruction occurs during the contrarylast two years of the term of this Lease, in the following events, the Landlord then Lessee shall have the right to terminate this LeaseLease with respect to the damaged or destroyed Building, effective as but no other part of the date Premises, by giving written notice thereof to Lessor within sixty (60) days after the occurrence of the casualty, with rent being prorated such damage or destruction and such termination will be effective retroactively as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal optiondamage or destruction; provided that, if applicable; the Building which suffered such damage or (ii) destruction is the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant Hospital then Lessee shall have the right to terminate this LeaseLease by giving written notice thereof to Lessor within sixty (60) days after the occurrence of such damage or destruction and such termination will be effective retroactively as of the date of such damage or destruction. In addition, if any Building is materially damaged or destroyed by any casualty not covered by the standard policy of fire and extended coverage insurance, then Lessee may terminate this Lease effective as of the date of such damage or destruction by giving Lessor written notice thereof within sixty (60) days after the casualty, with rent being prorated as of the date occurrence of such casualty,: damage or destruction. (ic) If Lessee exercises its option to terminate this Lease in part on account of damage or destruction to a Building, the Premises are damaged parties shall promptly thereafter execute an amendment to an extent this Lease which shall provide that repair cannot such Building will be or is not completed within ninety (90) days following excised from the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areasPremises, if any, are damaged resulting in a material interference with the operations of or access and that Rent will be proportionately and equitably reduced and rebated to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualtyLessee. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenantaddition, in the Tenant’s reasonable judgment, event Lessee determines to terminate this Lease in its entirety it shall be entitled to a rebate of that portion of the conduct of its business. Such abatement shall continue until Rent equal to the earlier to occur product of (a) the date the Tenant reopens for business; or Rent and (b) thirty the quotient of (30i) calendar days after substantial completion the number of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during months remaining in the Term and (ii) 480 (the "Rebate Formula"). (d) In the event of a termination of this Lease, either in whole or in part, pursuant to Section 11.1(b), the Net Proceeds of insurance shall be paid over to 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 casualty described under Section 11.1(b) that occurs within the first 10 years of the Term which would otherwise permit Lessee to terminate the Lease and; provided further, the Net Proceeds are sufficient to rebuild the Buildings or Improvements in the manner described herein; then, Lessee shall not be entitled to terminate this Lease but shall be obligated to rebuild such Buildings or Improvements 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 fire safety standards Buildings or Improvements upon completion of such repair or rebuilding shall have a value which is not substantially less than the value of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform Buildings or Improvements immediately prior to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofdamage or destruction.

Casualty. In the event the Premises are damaged or destroyed by fire, lightning, storm, or other casualty, the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition Tenant immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by give written notice to Landlord of any damage to the Premises, the Building, or the Land. If the Premises, the Building, or the Land are totally destroyed by an insured peril, or so damaged by an insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be substantially completed (exclusive of leasehold improvements Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00makes) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of after the date of the casualty, with rent being prorated as Landlord’s actual knowledge of the date damage, then Landlord may terminate this Lease by delivering to Tenant written notice of such casualty,: termination within thirty (i30) days after the Premises damage. If the Premises, the Building, or the Land are totally destroyed by an insured peril, or so damaged to by an extent that repair insured peril that, in Landlord’s estimation, rebuilding or repairs cannot be or is not substantially completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00exclusive of leasehold improvements Tenant makes) within the last one hundred eighty (180) days after the date of Landlord’s actual knowledge of the Term; or (iii) damage, then Landlord may, at its expense, relocate Tenant to space reasonably comparable to the common areasPremises, if any, are damaged resulting provided that Landlord notifies Tenant of its intention to do so in a material interference with written notice delivered to Tenant within thirty (30) days after the operations damage. Such relocation may be for a portion of the remaining Term or access to the Tenant’s business, and repair cannot be or is not completed entire Term. Landlord shall complete any such relocation within ninety (90) days following after Landlord has delivered such written notice to Tenant. If the casualty. In the event this Lease is not terminatedPremises, the rent shall be reduced during Building, or the period of repair Land are totally destroyed by an insured peril, or restoration to the extent the Premises are rendered unusable so damaged by the Tenantan insured peril that, in the TenantLandlord’s reasonable judgmentestimation, in the conduct rebuilding or repairs cannot be substantially completed (exclusive of its business. Such abatement shall continue until the earlier to occur of leasehold improvements Tenant makes) within one hundred eighty (a180) days after the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards actual knowledge of the authority having jurisdiction over this areadamage, which may include, but and if Landlord does not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary elect to conform relocate Tenant following such damage to the requirements Premises or the Building, and a Tenant Party did not cause such damage, then Tenant may terminate this Lease by delivering to Landlord written notice of termination within (15) days following the date on which Landlord notifies Tenant in writing of the applicable Building and Fire Safety Codes and estimated time for the authority having jurisdiction thereofrestoration.

Casualty. (a) In the event that all or a portion of the Premises are and/or the Property is damaged or destroyed by fire, lightning, storm, fire or other casualty, then within 30 -days of the Landlord shall, within ninety (90) days following the fire or other casualty, Landlord shall provide written of Lxxxxxxx’s estimate of the time period needed to repair or rebuild the Premises and/or Property and shall proceed with reasonable dispatch, to their rebuild or repair the Premises and/or Property to substantially the condition immediately prior that existed at the time of such damage or destruction, and this Lease shall remain in full force and effect, subject to such casualty, at its own cost and expensethe abatement of Rent set forth in Section 28(b) hereof. Notwithstanding anything herein the foregoing to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: event that (i) the Premises are substantially damaged (i.e. in Landlord’s reasonable estimation of such repair costs exceed $100,000.00) and restoration cannot be not completed within the last one hundred eighty (180) days following the date of the Term and the Tenant does not exercise a renewal option, if applicablesuch damage; or (ii) less than one (1) year is then remaining on the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and Term at the damage is not covered by time of the Landlord’s insurance. Notwithstanding anything herein to the contrarydamage, then in any of the following events, the such case either Landlord or Tenant shall have the right option to terminate this Lease, which election shall be given no later than 30-days following the date of Landlord’s notice estimating the time period of the restoration, and the effective as date of such termination shall not be less than thirty (30) nor more than sixty (60) days after the giving of such notice exercising the termination right. In the event such notice is given, this Lease shall expire and all interest of Tenant in the Premises and this Lease shall terminate on the date specified in the notice. In such event, the Rent, reduced by the applicable proportionate reduction, shall be paid up to the date of termination. Landlord shall refund to Tenant the Rent theretofore paid for any period of time subsequent to such date. (b) If the damage to the Premises is not caused in whole or in material part by the fault or neglect of Tenant or its employees, invitees, contractors, subcontractors, licensees, subtenants or agents, then Tenant shall be entitled to an equitable reduction of Rent from the date of the casualty, with rent being prorated as occurrence until such repairs are completed. Such equitable reduction shall be based upon Landlord’s reasonable estimate of the date extent to which the occurrence and the making of such casualty,: (i) repairs shall interfere with the business carried on by Tenant in the Premises. The provisions of any law now or hereafter passed authorizing the termination of this Lease upon the partial or complete destruction of the Premises are damaged to an extent that repair cannot be or is not completed within ninety hereby waived by Txxxxx. (90c) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease Landlord is not terminatedobligated to, or elects to, repair or restore the rent Premises, Landlord shall be reduced during obligated to repair or restore only such portions of the period subject Premises which were originally provided by Landlord at Landlord’s expense and, all terms of the Lease shall continue to be in effect recognizing that in no event shall Landlord be required to expend more than the insurance proceeds made available to Landlord by reason of the fire or other casualty. The repair or restoration of any of Tenant’s alterations or any property of Tenant which was not provided at Landlord’s expense shall be the obligation of Tenant; provided, however, Landlord shall make available to Tenant, on such terms and conditions as Landlord may reasonably require, all insurance proceeds actually received by Landlord with regard to Tenant’s permanent leasehold improvements. In no event shall Tenant be entitled to any compensation for damage or loss of the use of all or any part of the Premises or any inconvenience, annoyance or interruption or loss of business or for any other damage whatsoever occasioned by any such damage, destruction, repair or restoration, irrespective of the negligence of Landlord or any of its employees, invitees, contractors, subcontractors, licensees, subtenants or agents, except to the extent the Premises are rendered unusable caused in whole or in part by the gross negligence or intentional misconduct of Landlord, its employees, invitees, contractors, subcontractors, licensees, subtenants or agents. If Landlord fails to repair and restore the portion of Premises leased by Tenant, in Tenant has the Tenant’s reasonable judgment, in right to terminate the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereoflease.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, fire or other casualty, casualty and upon receipt of the Landlord shall, within ninety (90) days following insurance proceeds with respect to the casualty, Landlord agrees to promptly restore and repair the Leased Premises; provided, however, Landlord's obligation hereunder shall be limited to the reconstruction of such of the tenant finish improvements as were originally required to be made by Landlord, if any. Tenant agrees to also pay Landlord any deductible amount elected to be maintained by Tenant. 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 (i) so destroyed that they cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date; or (ii) destroyed by a casualty which is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Premises to their condition immediately prior to such Building and the Leased Premises; then, in case of a clause (i) casualty, at its own cost and expense. Notwithstanding anything herein to the contraryeither Landlord or Tenant may, or, in the following eventscase of a clause (ii) casualty, then Landlord may, upon thirty (30) days' written notice to the Landlord shall have the right to other party, terminate this Lease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph and in the event of a destruction agrees to accept any offer by Landlord to provide Tenant with comparable space within the project in which the Leased Premises are located on the same terms as this Lease. Notwithstanding the provisions of this paragraph, effective if any such damage or destruction occurs within the final two (2) years of the term hereof, then Landlord, in its sole discretion, may, without regard to the aforesaid one hundred eighty (180) day period, terminate this Lease by written notice to Tenant. In the event of such termination, Tenant's obligation to pay Minimum Annual Rent and Additional Rent shall cease as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereof.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, 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 shallWork 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 to the extent that they cannot reasonably be repaired or rebuilt within three hundred sixty-five (365) days from the casualty date; or (b) destroyed by 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 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 following after the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrarycasualty date (or, in the following case of a 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 but fails to actually substantially complete the same in such time 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 subject to extension for force majeure events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this LeaseLease upon written notice to Landlord, effective as of the date of the casualtywhich notice shall be given, with rent being prorated as of the date of such casualty,: if at all, not later than three hundred ninety-six (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90396) days following after the casualtycasualty date; provided, however, that if Landlord substantially completes the Leased Premises so that Tenant can occupy the Leased Premises and conduct business operations therein on or before the three hundred ninety-sixth (ii396th) day after the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areascasualty date, if any, are damaged resulting in a material interference then Tenant’s termination notice shall be void. Tenant waives any right under applicable laws inconsistent with the operations terms of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofparagraph.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, fire or other casualty, the Landlord shall, agrees promptly to restore and repair same within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days after such casualty (the "Scheduled Completion Date"); provided, however, Landlord's obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the Term leasehold improvements as were originally in the Leased Premises on the Commencement Date. Notwithstanding the foregoing, Landlord shall not be in default for failing to timely complete such restoration and repair unless Tenant provides to Landlord written notice of default for such failure on or after the Tenant does not exercise a renewal optionScheduled Completion Date and Landlord fails to complete such restoration and repair within thirty (30) days of receiving such notice. The Monthly Rental Installments 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 applicable; or (ii) the Leased Premises are substantially damaged (i.e. repair costs exceed $100,000.00a) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent so destroyed that repair they cannot be repaired or is not completed rebuilt within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of from the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for businesscasualty 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) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord days' written notice to the other party, terminate this Lease with respect to matters thereafter accruing; provided, however, that the Monthly Rental Installment shall provide for fire protection proportionately xxxxx during the Term in accordance with time that the fire safety standards Leased Premises or any part thereof are unusable because of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofany such casualty.

Casualty. In (a) If the event the Premises are Building or any part thereof is damaged or destroyed by fire, lightning, storm, fire or other casualtycasualty Tenant shall immediately notify Landlord. If in Landlord's reasonable estimation, which shall be conclusive, the Landlord shall, Building cannot be fully repaired or restored within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of after the Term and the Tenant does not exercise a renewal optioncasualty, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to Landlord may terminate this Lease, effective as of Lease by written notice to Tenant within thirty (30) days after the date of the casualty, with rent being prorated as of the date of such casualty,: damage or destruction. (ib) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event Unless this Lease is terminated pursuant to Section 10(a) or 10(d), Landlord shall restore the Building to substantially its previous condition, except that Landlord shall not terminatedbe required to rebuild, repair or replace any part of the rent partitions, fixtures, additions and other improvements constructed or installed in or about the Premises for the benefit of or by Tenant. If such restoration has not been substantially completed within 180 days after the casualty (subject to Section 16(b)), Tenant may, as Tenant's sole remedy, terminate this Lease by prompt written notice to Landlord. (c) If Tenant determines in its reasonable estimation that continuation of business in the Premises is not practical pending reconstruction provided that Tenant has vacated the Premises and is not using the same for the operation of business, Rent due and payable hereunder shall be reduced during abatx, xxless caused by Tenant's negligence or willful misconduct and provided that Landlord recovers such Rent through insurance coverage passed through to Tenant, for the period commencing with such damage or destruction until reconstruction is substantially completed or until business is totally or partially resumed, whichever is earlier. (d) If insurance proceeds (not including deductibles) are not sufficient to cover ninety percent (90%) of the cost to repair or restoration to the extent and restore the Premises are rendered unusable by or the Building to substantially its condition immediately before such damage and destruction, Landlord may provide written notice to Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) within thirty (30) calendar days after substantial completion notice to Landlord that said damage or destruction is not so covered. Within thirty (30) days of receipt of said notice from Landlord’s , Tenant may provide written notice to Landlord that Tenant shall pay the difference between the amount of the insurance proceeds and ninety percent (90%) of the costs to repair or restoration workand restore the Building. The If Tenant delivers such notice to Landlord, Landlord shall provide for fire protection during rebuild and repair the Term Building in accordance with the fire safety standards of the authority having jurisdiction over this areaSection. If Tenant fails to deliver such notice to Landlord, which may include, but not this Lease shall terminate. If any present or future mortgagee requires that insurance proceeds be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform applied to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereof.indebtedness secured by its mortgage, Landlord may terminate this Lease by written notice to

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, 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 shallpursuant to Section 2.02 above, if any. Rent shall proportionately xxxxx during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within ninety one hundred eighty (90180) days following 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, together with the amount of any deductible, insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, repair either Landlord or rebuild the Premises to their condition immediately prior to such casualtyTenant may, at its own cost and expense. Notwithstanding anything herein to the contraryor, in the following eventscase of a clause (b) casualty, then Landlord may, upon thirty (30) days’ written notice to the Landlord other party, terminate this Lease with respect to matters thereafter accruing. Notwithstanding the foregoing, if such casualty occurs within the last eighteen (18) months of the Lease Term, either party shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated Lease as of the date of such casualty, by written notice to the Tenant other party within sixty thirty (6030) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of after the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference . Tenant waives any right under applicable laws inconsistent with the operations terms of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofparagraph.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, 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 shallpursuant to Section 2.02 above, if any. Rent shall proportionately xxxxx during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within ninety two hundred ten (90210) days following from the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicablecasualty date; or (iib) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage destroyed by a casualty that is not covered by the Landlord’s insurance. Notwithstanding anything herein insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the contraryBuilding and the Leased Premises; then, in any case of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the a clause (a) casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be either Landlord or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areasTenant may, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenantor, in the Tenant’s reasonable judgment, in the conduct case of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or a clause (b) casualty, then Landlord may, upon thirty (30) calendar days' written notice to the other party, terminate this Lease with respect to matters thereafter accruing. Such notice of termination shall be delivered no later than forty-five (45) days after substantial completion the casualty. Tenant waives any right under applicable laws inconsistent with the terms of Landlord’s repair or restoration workthis paragraph. The Landlord shall provide for fire protection during Further, in the Term event neither party has terminated the Lease in accordance with this Section, and Landlord has not Substantially Completed the fire safety standards repairs and restoration within two hundred ten (210) days from the casualty date, as such date may be extended as a result of Force Majeure or Tenant Delay, Tenant may terminate this Lease provided Landlord has not Substantially Completed the authority having jurisdiction over repairs prior to receipt of such notice of termination. Tenant waives any right under applicable laws inconsistent with the terms of this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofparagraph.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, 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 shallpursuant to Section 2.02 above, within ninety if any. Rent shall proportionately xxxxx during the time that the Leased Premises or part thereof are unusable because of any such damage; provided, however, that in the event fifty percent (9050%) days following or more of the casualtyLeased Premises is unusable in Tenant's good faith judgment, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expensethen Rent shall xxxxx in full. Notwithstanding anything herein to the contraryforegoing, in if the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Leased Premises are substantially damaged (i.e. repair costs exceed $100,000.00a) so destroyed that they cannot be repaired or rebuilt within the last one hundred eighty (180) days of from the Term and the Tenant does not exercise a renewal option, if applicablecasualty date; or (iib) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage destroyed by a casualty that is not covered by the Landlord’s insurance. Notwithstanding anything herein insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the contraryBuilding and the Leased Premises; then, in any case of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the a clause (a) casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be either Landlord or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areasTenant may, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenantor, in the Tenant’s reasonable judgment, in the conduct case of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or a clause (b) casualty, then Landlord may, upon thirty (30) calendar days after substantial completion of Landlord’s repair or restoration workdays' written notice to the other party, terminate this Lease with respect to matters thereafter accruing. The Landlord shall provide for fire protection during the Term in accordance Tenant waives any right under applicable laws inconsistent with the fire safety standards terms of this paragraph. Notwithstanding the provisions of this paragraph, if any such damage or destruction occurs within the final six (6) months of the authority having jurisdiction over this areaterm hereof, which may includethen either Landlord or Tenant, but not be limited tomay, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform without regard to the requirements of aforesaid one hundred eighty ( 180) day period, terminate this Lease by written notice to the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofother.

Casualty. In (a) If at any time during the event term of this Lease, including any extension or renewal thereof, the Premises are Building is damaged or destroyed by fire, lightning, storm, fire or other casualty, then, unless this Lease is terminated by Landlord or Tenant 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 untenantable in whole or in part, the Rent provided for herein shall xxxxx thereafter as to the portion of the Premises so effected until such time as same is accessible and restored to a tenantable condition. Landlord shall, shall reasonably estimate the cost and time for repair within ninety (90) days following of the date of such casualty. (b) If (i) the Building is damaged to an extent that Landlord’s good faith estimate of the cost of reconstruction, restoration and repair thereof exceeds sixty percent (60%) of the replacement cost of the Building, (ii) the reconstruction, restoration and repair of the Premises or the Building cannot with reasonable diligence be completed within one hundred eighty (180) days after the casualty, repair or rebuild (iii) the Premises to their condition immediately prior to casualty occurs during the last twelve (12) calendar months of the term of this Lease, then in any such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the event Landlord shall have the right right, exercisable by written notice given to terminate Tenant at any time within thirty (30) days after the occurrence of the casualty, to elect not to reconstruct, restore or repair the Premises, and in such event this Lease, Lease shall be terminated in all respects effective as of the date of the casualty, with rent being all Rent shall be prorated to the date of the casualty, and the parties hereto shall be released from any obligations thereafter accruing under this Lease (except as otherwise provided herein). If Landlord does not complete such repair within two hundred and seventy (270) days of the date of such casualty, or in the last year of the Lease if Tenant has not elected to renew more than ninety (90) days prior to the end of the term (which date shall be extended by written any delay in reconstruction caused or contributed to by Tenant), then Tenant may terminate this Lease upon ten (10) days prior notice to Landlord received prior to the date of completion. (c) Notwithstanding anything contained in this Section 6.03, in no event shall Landlord be required to expend more to reconstruct, restore and repair the Building than the amount actually received by Landlord from the proceeds of the property insurance carried by Landlord. (d) In addition to Tenant’s right to terminate set forth in Section 7.06(b) above, Landlord agrees to notify Tenant within sixty thirty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (18030) days of the Term and date of the Tenant does not exercise a renewal option, if applicable; or (ii) casualty of Landlord’s good faith estimate as to whether the repair of the Premises are substantially damaged can be completed in 180 days or less. If it cannot be completed in 180 days or less, then (i.e. repair costs exceed $100,000.00provided Landlord has not elected to terminate the Lease) and the damage is not covered Tenant may upon written notice to Landlord (received by the Landlord within thirty (30) days of receipt of such good faith estimate from Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right ) elect to terminate this Lease, which election shall be effective as of the date of receipt of such notice by Landlord. Tenant shall also have a right to terminate if it is during the casualty, with rent being prorated as last twelve (12) months of the Lease term (and the election to renew or extend has not been exercised by Tenant) and notwithstanding Landlord’s good faith estimate of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within completion there would remain less than ninety (90) days following of the casualty; term remaining after the estimated date of completion. Such election to terminate must be received by Landlord within thirty (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (18030) days of the Term; or (iii) date that Tenant receives Landlord’s good faith estimate of the common areasdate of completion, if any, are damaged resulting in a material interference with which termination shall be effective as of the operations of or access to date Landlord receives the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualtynotice. In the event this Lease is not terminatedeither event, the rent Tenant shall be reduced during the period of repair or restoration have no right to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens holdover for business; or (b) more than thirty (30) calendar days after substantial completion without the express written consent of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term If Tenant does not elect to terminate in accordance with the fire safety standards above, time being of the authority having jurisdiction over this area, which may include, but not be limited toessence, the State Fire Marshal. The provisions of Section 6.03(b) shall apply; however, the periods in which Landlord is obligated to complete repairs shall be responsible for maintenance and commence on the earlier of Landlord’s receipt of written notice to proceed with repair of all fire protection equipment necessary to conform to the requirements from Tenant or expiration of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofTenant’s thirty (30) day period for election to terminate.

Casualty. In the event of total or partial destruction of the Building or the Leased Premises are damaged or destroyed by fire, lightning, storm, 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 shallpursuant to Section 2.02 above, within ninety 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 (90which in no event shall exceed 14 days) days following the casualtythereafter to allow Tenant to restore, repair or rebuild the Premises to their condition immediately prior to such casualtyreplace and move in its alterations, at its own cost additions, improvements, fixtures, trade fixtures, equipment, furniture and expensepersonal property and prepare for reopening. Notwithstanding anything herein to the contraryforegoing, in if the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Leased Premises are substantially damaged (i.e. repair costs exceed $100,000.00a) so destroyed that they cannot reasonably be repaired or rebuilt within the last one hundred eighty (180) days of from the Term and the Tenant does not exercise casualty date; (b) destroyed by a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage casualty that is not covered by the Landlord’s insurance. Notwithstanding anything herein 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 Landlord may, or, in the case of a clause (c) casualty, then Tenant may, upon forty five (45) days’ written notice to the contraryother 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 Leased Premises are not rebuilt within 180 days subject to force majeure not to exceed sixty (60) days, anything to the contrary contained in any of the following eventsSection 16.03 notwithstanding, the and Tenant shall have caused delays then, Tenant has the right to terminate this LeaseLease upon written notice to Landlord, effective delivered to Landlord within ten (10) days after the expiration of such 180 day period (as the same may be so extended). Landlord shall give Tenant reasonable advance notice of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or any repairs and restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards required of the authority having jurisdiction over it under this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance Article 9 and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofArticle 10 below.

Casualty. In (i) If the event Building, the Premises Premises, or the Appurtenances are damaged or destroyed by fire, lightning, storm, fire or other casualty, 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, within ninety (90) days following in `good faith, dispute Tenant's determination that the casualtydamage will prevent Tenant's ability to carry on its business operations during the outside Repair period, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the then Landlord shall have the right to terminate require the matter to be arbitrated pursuant to the arbitration provisions of Section 33 and any termination by Tenant shall not be deemed effective until a final decision Is rendered pursuant thereto. Upon such termination, this Lease, effective including the obligation of Tenant to pay the Rent, shall cease as of the date of termination as though by lapse of time, provided, however, that the casualtyRent shall equitably xxxxx from the date of the damage. (ii) If the Lease Is not terminated and Landlord undertakes to repair and restore and comply with the provisions of Section 91b1 below, and the outside Repair period is longer than 365 days, then Landlord shall deliver to Tenant between the 90th and 120th day a statement prepared by the 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 a right to terminate this Lease by notice to Landlord and upon such termination, Tenant's obligations hereunder, including the 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 the damage. (b) If 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 restore the Premises to their original condition (subject, however, to the limitations of law and the availability of materials) shall be: (1) commenced within 30 days after the occurrence of such damage (obtaining plans, specifications, estimates and permits and demolition work shall be deemed part of Landlord's commencement); (2) performed in a diligent and workmanlike manner with rent being prorated 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 such casualtythis Lease; (3) completed by Landlord at its expense and, by written notice to the Tenant within sixty (60) days following such casualty: (i) extent practicable, with minimum interference to Tenant's normal business operations. Anything in the Premises are substantially damaged (i.e. foregoing to the contrary notwithstanding, Landlord shall have no obligation to restore and repair costs exceed $100,000.00) within if the last event which causes the damage or destruction is one hundred eighty (180) days 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 Term applicable policy due to its insolvency or with respect to any claims involving Tenant; provided that Landlord's failure to restore and the Tenant does repair for such reasons shall not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the affect Tenant's right to terminate this Lease for failure to repair and restore as provided in this Lease. (c) Landlord shall carry for the benefit of Landlord, effective Landlord's lender and Tenant rent loss insurance sufficient to cover the Fixed Rent and additional rent at least equal to the real estate taxes, and operating expenses for 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 do business in the State of Connecticut with one of the date following ratings: Best's rating of the casualtyat least A:XII, with rent being prorated as or Xxxxx'x of the date at least Aa2, or a standard and Poor's rating of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualtyat least AA. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term in accordance with the fire safety standards Tenant evidence of the authority having jurisdiction over this areasuch coverage, which may include, but not be limited to, the State Fire Marshalupon request. The cost of such insurance maintained by Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary paid by Tenant to conform to Landlord, as additional rent hereunder (together with the requirements cost of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofother Landlord insurances described herein being referred to as "Insurance Premium Costs"), as provided in Section 10(f).

Casualty. In the event that the Premises are damaged or Building should be totally -------- destroyed by fire, lightning, storm, tornado or other casualty, the Landlord shall, or should be so damaged that rebuilding or repairs cannot be completed in Landlord's reasonable estimation within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days after the date of such damage, Landlord may, at its option, terminate this Lease in which event the Term 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 Tenant does not exercise a renewal optionPremises. In the event the Building should be damaged by fire, tornado or other 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 applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is cannot covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right be repaired within such time frame but Landlord elects not to terminate this Lease, effective as in such event, Landlord shall, promptly following receipt of all applicable permits and insurance proceeds, but in no event more than ninety (90) days 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, with rent being prorated as except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures and other improvements which may have been placed by Tenant or other tenants within the Building. If the Premises are damaged and in Landlord's reasonable estimation the repairs cannot be completed within two hundred ten (210) days after the date of such casualty,: (i) damage, then if Landlord has not otherwise terminated the Premises are damaged Lease Tenant may elect to an extent that repair cannot be or is not completed terminate this Lease within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations date of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualtysuch damage. In the event any mortgagee under a deed of trust, security agreement or mortgage on the Building should require that the insurance proceeds be used to retire the mortgage debt, Landlord shall have no obligation to rebuild and if Landlord so elects, this Lease shall terminate upon notice to Tenant. Unless otherwise provided in this Lease, any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. If Tenant's Premises are untenantable and Landlord does not complete the repair thereof within the time periods estimated by Landlord, subject to extension thereof by Force Majeure, and such failure to complete is not terminateda result of Tenant Delay, the rent shall be reduced during the period of repair or restoration then Tenant may elect to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) terminate this Lease upon thirty (30) calendar days after substantial completion of prior written notice to Landlord’s repair , if during such thirty (30) day period the repairs are not completed by Landlord. If Tenant does not so elect to terminate and Landlord elects to rebuild the Building or restoration work. The portions thereof, so long as Tenant provides Landlord shall provide for fire protection during the Term in accordance with the fire safety standards plans and if specifications necessary for the re-construction of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes its leasehold improvements and the authority having jurisdiction thereofinsurance proceeds or other source of funds provided by Tenant are collectively sufficient in amount to cover such administrative, hard and soft construction, and such other costs incurred by Landlord, Landlord agrees to re- construct Tenant's damaged leasehold improvements for and on behalf of Tenant.

Casualty. 22.1 In the event the Premises or the Building are damaged or destroyed by fire, lightning, storm, fire or other casualtycause and in the reasonable estimation of Landlord and Tenant such damage can be materially restored within one hundred eighty (180) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (45) days from the date of such damage, Landlord and Tenant, in writing, shall jointly estimate the length of time within which material restoration can be made, and such determination shall be binding upon the parties. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s and Xxxxxx’s joint estimation, be made within one hundred eighty (180) days, Landlord shalland Tenant shall each have the option of giving the other, at any time within ninety (90) days following after such damage, notice terminating this Lease as of the casualtydate of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord and Tenant therefor as extended by this Section 22.3, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon the Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Xxxxxx, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuild rebuilding shall be extended for the amount of lime Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the Term or any extension thereof, but if Landlord determines not to their condition immediately prior repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such casualtyindebtedness, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the then Landlord shall have the right to terminate this LeaseLease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, effective as of the date of the casualty, with rent being prorated as of whereupon this Lease shall end on the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, damage as if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) damage were the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following date originally fixed in this Lease for the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days expiration of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. . 22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Lease is not terminatedArticle 22, the rent it shall be reduced during the period of repair or restoration Tenant’s responsibility to the extent properly secure the Premises are rendered unusable by and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the Tenant, in property belonging to Tenant or its licensees from such portion or all of the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; Building or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Premises as Landlord shall provide for fire protection during the Term in accordance with the fire safety standards request. 22.7 Tenant hereby waives any and all rights under and benefits of Sections 1932(2) and 1933(4) of the authority having jurisdiction over this areaCalifornia Civil Code, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofor any similar or successor Regulations or other laws now or hereinafter in effect.

Casualty. In A. If, at any time during the event Term, the whole or any part of the Premises are or access thereto is damaged or destroyed by fire, lightning, storm, fire or other casualty, the Landlord shall, within ninety (90) days following the casualty, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, Commission and/or the Tenant shall have the right to terminate this Lease, by giving written notice thereof to the other party hereto within thirty (30) days 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: (1) The Tenant shall repair any and all casualty damage to its property and to any and all of the Tenant’ s Improvements and fixtures located on the Premises, and 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, but in the event that any portion of the Premises remain untenantable after three (3) months of the date of the casualty, with rent being prorated as of the date of such casualty,: Commission shall have the option to terminate this Lease upon thirty (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (9030) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualtyprior written notice. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) completes all repairs and restoration within the thirty (30) calendar days after substantial completion day notice period, this Lease will not terminate. (2) The Commission shall use 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, subject to any delays beyond the Commission’s control; provided, however, that the Commission shall have no obligation to expend for such repairs and restoration any amount in excess of Landlordany net insurance proceeds received; that the Commission’s obligation to repair or restoration work. The Landlord and restore shall provide not include those repairs required of the Tenant pursuant to Section 10.1 C. (1). (3) A just proportion of the Base Rent and Additional Rent as determined by the Commission shall xxxxx proportionately for fire protection during the Term period in accordance which, by reason of such damage, there is such interference with the fire safety standards Tenant’s use of the authority having jurisdiction over Premises. D. In the event the Premises shall be damaged by fire or other casualty resulting from the act of neglect of Tenant, its agents, contractors, employees or invitees, and this area, which may include, but Lease shall not be limited toterminated by the 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 State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes Base Rent and the authority having jurisdiction thereofAdditional Rent without abatement or reduction.

Casualty. In the event If the Premises are or Project, or any portion of either, shall be damaged by fire or destroyed other casualty covered by firethe insurance carried by Landlord hereunder and the cost of repairing such damage shall not be greater than eighty percent (80%) of the then full replacement cost thereof, lightningthen, stormsubject to the following provisions of this Article 8, Landlord shall proceed with due diligence to repair the Premises and/or Project. If the Premises or Project shall be damaged (a) by fire or other casualty not covered by insurance carried by Landlord hereunder, or (b) to an extent greater than eighty percent (80%) of the then full replacement cost thereof, then Landlord shall have the option (i) to repair or reconstruct the same to substantially the same condition as immediately prior to such fire or other casualty, the Landlord shallor (ii) terminate this Lease by so notifying Tenant within one louvered, within ninety twenty (9010) thirty (30) days following after the date of such fire or others casualty, repair or rebuild the Premises such termination to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord shall have the right to terminate this Lease, be effective as of the date of such fire or other casualty. Failure to give notice of Landlord's decision within such thirty (30): one hundred twenty (1~0) day period, notwithstanding the casualtyforegoing, with rent if such destruction results in the premises being prorated as of untenable in whole, or insubstantial part, for a period reasonably estimated by the responsible contractor selected by Landlord to be six (6) months or longer after the date of such casualty, casualty or in the event of total or substantial damage or destruction of the building from any cause of which the period to restore is reasonably estimated by written notice the aforesaid contractor to be six (6) months or longer after the Tenant within sixty casualty (60) days following such casualty: (i) and irrespective whether or not the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the damaged), then Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to Landlord may terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed Lease within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. In the event this Lease is not terminated, the rent shall be reduced during the period of repair or restoration to the extent the Premises are rendered unusable by the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion the date of Landlord’s repair 's notice described below and all rentals owed up to the time of such destruction or restoration worktermination must be paid by Tenant (it being understood that Tenant must pay rentals on all tenable space until termination of this Lease). The Landlord shall provide for fire protection during will give Tenant written notice thirty (30) days after any such damage or destruction. Any such termination, either by Landlord or Tenant, will not relieve Tenant of its obligations and liability (whether under this Section 8.01 or elsewhere in this Lease) which are expressly provided to survive the Term in accordance with the fire safety standards expiration or earlier termination of this Lease. If Landlord elects not to rebuild, then Landlord will be entitled to retain all of the authority having jurisdiction over insurance proceeds of the fire, and casualty insurance maintained by it and its interest in Tenant's insurance which Tenant is required to maintain pursuant to Section 7.02 above. Notwithstanding anything contained in this areaSection 8.01, which may include, but not Landlord will be limited to, obligated to restore or rebuild only the State Fire Marshal. The Landlord shall be responsible for maintenance and repair damaged and/or affected portions of all fire protection equipment necessary to conform the Premises to the requirements same condition, excepting reasonable wear and tear installed by Landlord at the commencement of the applicable Building and Fire Safety Codes and Lease pursuant to the authority having jurisdiction thereofapproved Plans attached as Exhibit "-".

Casualty. In If the event Premises or any part thereof are damaged by fire or other casualty, Tenant shall give prompt notice thereof to Landlord. If the Premises or the Building are totally or partially damaged or destroyed by fire or other casualty, thereby rendering the Premises totally or partially inaccessible or unusable, Landlord shall diligently restore and repair the Premises and the Building to substantially the same condition they were in prior to such damage. Provided that such damage was not caused by the act or omission of Tenant or any of its employees, agents, licensees, invitees or subtenants, until the repair and restoration of the Premises is completed Base Rent and Additional Rent shall be abated for that part of the Premises that Tenant is unable to use without substantial interference and is not occupied while repairs are being made, based on the ratio that the amount of unusable rentable area bears to the total rentable area of the Premises. Landlord shall bear the costs and expenses of repairing and restoring the Premises and the Building, provided, however, that Landlord shall not be obligated to spend more than the net proceeds of insurance made available for such repair and restoration nor shall Landlord be obligated to repair or restore, or to pay for the repair or restoration of, any furnishings, equipment or personal property belonging to Tenant or any alterations, additions, or improvements (including carpeting, floor coverings, paneling, decorations, fixtures) made to the Premises or Building by Tenant or by Landlord at Tenant's request or for Tenant's benefit. It shall be Tenant's sole responsibility to repair and restore all such items. Notwithstanding the foregoing, (a) if there is a destruction of the Building that exceeds twenty-five percent (25%) of the replacement value of the Building from any risk, whether or not the Premises are damaged or destroyed by fire, lightning, stormdestroyed, or other casualty, (b) if Landlord reasonably believes that the Landlord shall, repairs and restoration cannot be completed despite reasonable efforts within ninety (90) days following after the casualtyoccurrence of such damage, repair or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, (c) if Landlord reasonably believes that there shall be less than two (2) years remaining in the following eventsTerm (exclusive of any extension options) upon the substantial completion of such repairs and restoration, the or (d) if any mortgagee or lender fails or refuses to make sufficient insurance proceeds available for repairs and restoration, or (e) if zoning or other Applicable Law does not permit such repairs and restoration, Landlord shall have the right right, at its sole option, to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty, Lease by giving written notice of termination to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days after the occurrence of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage such damage. If this Lease is not covered by the Landlord’s insurance. Notwithstanding anything herein terminated pursuant to the contrarypreceding sentence, in any of the following events, the Tenant all Rent payable hereunder shall have the right be apportioned and paid to terminate this Lease, effective as of the date of the casualty, termination. All time periods provided in this Section for Landlord' s performance shall be subject to extension on account of delays in effectuating a satisfactory settlement with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, any insurance company involved and repair cannot be or is not completed within ninety (90) days following the casualtyForce Majeure events. In the event this Lease is not terminatedof any damage or destruction to the Building or Premises, the rent it shall be reduced during the period of repair or restoration Tenant's responsibility to the extent secure the Premises are rendered unusable by and, upon notice from Landlord, to remove forthwith, at its sole cost and expense, property belonging to Tenant or its licensees from such portion of the Tenant, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Premises as Landlord shall provide for fire protection during the Term in accordance with the fire safety standards of the authority having jurisdiction over this area, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofreasonably request.

Casualty. 22.1 In the event the Premises or the Building are damaged or destroyed by fire, lightning, storm, fire or other casualtycause and in Landlord’s reasonable estimation such damage can be materially restored within one hundred eighty (180) days, Landlord shall forthwith repair the same and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the Premises from time to time. Within forty-five (45) days from the date of such damage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within which material restoration can be made, and Landlord’s determination shall be binding on Tenant. For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was being used immediately before such damage. 22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within one hundred eighty (180) days, Landlord shalland Tenant shall each have the option of giving the other, at any time within ninety (90) days after such damage, notice terminating this Lease as of the date of such damage. In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1. If Landlord has the right to terminate this Lease pursuant to this Article 22, Landlord agrees to exercise such right in a nondiscriminatory fashion among leases affecting the Building. Consideration of the following factors in arriving at its decision shall not be deemed discriminatory: Length of term remaining on the casualtyLease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord’s plans to repair and restore common areas serving the Premises, Landlord’s plans for repair and restoration of the Building, and other relevant factors of Landlord’s decision as long as they are applied to Tenant in the same manner as other tenants. 22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. 22.4 In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon this Lease shall end on the date of such notice or such later date fixed in such notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuild rebuilding shall be extended for the amount of time Landlord is so delayed. 22.5 Notwithstanding anything to the contrary contained in this Article: (a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of the Term or any extension thereof, but if Landlord determines not to their condition immediately prior repair such damages Landlord shall notify Tenant and if such damages shall render any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after receipt of Landlord’s notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that any insurance proceeds be applied to such casualtyindebtedness, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the then Landlord shall have the right to terminate this LeaseLease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, effective as of the date of the casualty, with rent being prorated as of whereupon this Lease shall end on the date of such casualty, by written notice to the Tenant within sixty (60) days following such casualty: (i) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, damage as if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered by the Landlord’s insurance. Notwithstanding anything herein to the contrary, in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) damage were the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following date originally fixed in this Lease for the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days expiration of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualty. . 22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Lease is not terminatedArticle 22, the rent it shall be reduced during the period of repair or restoration Tenant’s responsibility to the extent properly secure the Premises are rendered unusable by and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the Tenant, in property belonging to Tenant or its licensees from such portion or all of the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; Building or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Premises as Landlord shall provide for fire protection during the Term in accordance with the fire safety standards request. 22.7 Tenant hereby waives any and all rights under and benefits of Sections 1932(2) and 1933(4) of the authority having jurisdiction over this areaCalifornia Civil Code, which may include, but not be limited to, the State Fire Marshal. The Landlord shall be responsible for maintenance and repair of all fire protection equipment necessary to conform to the requirements of the applicable Building and Fire Safety Codes and the authority having jurisdiction thereofor any similar or successor Regulations or other laws now or hereinafter in effect.

Casualty. In 14.1 If the event the Leased Premises are damaged or destroyed by fire, lightning, stormearthquake, or other casualtycasualty other than caused by the acts or omissions of the Lessee or Lessee's employees, agents, invitees or customers, to the Landlord shallextent that the ordinary business of the Lessee cannot reasonably be conducted therein, and if such damage cannot be or is not, within reasonable diligence, repaired by the Lessor within ninety (90) days following from the casualtyhappening of the injury, repair then either Lessor or rebuild the Premises to their condition immediately prior to such casualty, at its own cost and expense. Notwithstanding anything herein to the contrary, in the following events, the Landlord Lessee shall have the right option of terminating this Lease by written notice delivered to the other party within thirty (30) days following the happening of said injury. If either Lessor or Lessee elects to terminate this Lease as aforesaid, Lessee shall immediately vacate and surrender possession of the Leased Premises to Lessor; provided, however, that if the Lessor elects to terminate the Lease and damage to the Leased Premises is 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 otherwise be reimbursed by the Lessor for such repairs, and Lessee shall not have to vacate the Leased Premises. If neither Lessee nor Lessor elects to terminate this Lease, effective as or if the Leased Premises are not damaged to the extent that the damage unreasonably interferes with the conduct of the date of Lessee's ordinary business, Lessor shall proceed with said repairs with all reasonable diligence. 14.2 If the casualty, with rent being prorated as of the date of such casualty, by written notice damage and repairs to the Tenant within sixty (60) days following such casualty: (i) Leased Premises do not unrea- sonably interfere with the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term and the Tenant does not exercise a renewal option, if applicable; or (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) and the damage is not covered business being conducted by the Landlord’s insurance. Notwithstanding anything herein to the contraryLessee, there shall be no reduction in any of the following events, the Tenant shall have the right to terminate this Lease, effective as of the date of the casualty, with rent being prorated as of the date of such casualty,: (i) the Premises are damaged to an extent that repair cannot be or is not completed within ninety (90) days following the casualty; (ii) the Premises are substantially damaged (i.e. repair costs exceed $100,000.00) within the last one hundred eighty (180) days of the Term; or (iii) the common areas, if any, are damaged resulting in a material interference with the operations of or access to the Tenant’s business, and repair cannot be or is not completed within ninety (90) days following the casualtyrent. In the event this Lease is not terminatedall other events, the rent shall be reduced during proportion- ately abated to the period degree that Lessee's use of the Leased Premises is impaired by the damages to the Leased Premises. Should the damage to the Leased Premises be so extensive as to render the Leased Premises untenable, and both parties elect not to terminate the Lease, then rent payments hereunder shall cease until the Leased Premises shall be repaired by the Lessor. 14.3 Nothing in this Lease shall make Lessor liable to repair or restoration 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 extent Lessor upon the Premises are rendered unusable by occurrence of any loss for repair of the TenantLeased Premises, in the Tenant’s reasonable judgment, in the conduct of its business. Such abatement shall continue until the earlier to occur of (a) the date the Tenant reopens for business; or (b) thirty (30) calendar days after substantial completion of Landlord’s repair or restoration work. The Landlord shall provide for fire protection during the Term if this Lease is terminated in accordance with the fire safety standards 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 authority having jurisdiction over this areaLessee, which may includeits employees, but not be limited toagents or invitees, the State Fire Marshal. The Landlord Lessee shall be responsible for maintenance and repair of all fire protection equipment necessary to conform pay to the requirements Lessor the difference between the actual cost of rebuilding or repairing the applicable Building Leased Premises and Fire Safety Codes and any insurance proceeds received by the authority having jurisdiction thereofLessor.