Common use of Right to Terminate Clause in Contracts

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceeds.

Right to Terminate. Notwithstanding If the Premises or the Building are damaged by fire or other insured casualty, and the insurance proceeds have been made available by the holder or holders of any other provision mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the contrary contained in this Article 14extent of such insurance proceeds available, provided such repairs can, in the event thatLandlord’s reasonable discretion, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) completed within one hundred twenty (120) days if after the occurrence of such Casualty Event has occurred damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the last two (2) years conduct of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationbusiness; provided, however, that if the damage is due to the fault or neglect of Tenant or its employees, agents, or invitees, there shall retain those insurance proceeds be no abatement of Rent. If repairs cannot, in which Landlord’s reasonable discretion, be made within said one hundred twenty (120) day period, Landlord does shall notify Tenant within sixty (60) days of the date of occurrence of the damage as to whether or not have an interest includingLandlord elects to make the repairs. If Landlord elects not to make the repairs, but not limited tothen either party may, by written notice to the other, cancel this lease as of the date of the occurrence of the damage. Except as provided in this Section 17, there shall be no abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or interference to or with Tenant’s Personaltybusiness or property arising from the making of any necessary repairs, or any alterations or improvements in or to any portion of the Building or the Premises, or in or to fixtures, appurtenances, and ordinary payroll equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance proceedsof any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision of this Lease, and that Landlord shall not be required to repair any injury or damage caused by fire or other cause, or to make any repairs or replacements to or of improvements installed in the Premises by or for Tenant at Tenant’s cost.

Right to Terminate. Notwithstanding any other provision to If, after the contrary contained in this Article 14, in the event that, as a result of such a Casualty EventEffective Date, (a) Tenant any portion of the Property is taken by condemnation or eminent domain (or is the subject of a pending taking), or (b) any portion of the Property is damaged or destroyed, Seller shall reasonably estimate notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If the exercise Property is the subject of good faith business judgment a Major Casualty/Condemnation that occurs after the Effective Date, Buyer shall have the right to terminate this Agreement by giving written notice to Seller no later than the date (the “Casualty Notice Date”) that is the earlier of (a) December 28, 2017 or (b) five (5) Business Days after Seller notifies Buyer of such Major Casualty/Condemnation; provided that the commencement of the Closing Period shall be extended (but not beyond December 27, 2017), if necessary, to provide sufficient time for Buyer and Seller to close. The failure by Buyer to terminate this Agreement by the Casualty Notice Date shall be deemed an election not to terminate this Agreement. If this Agreement is terminated pursuant to this Section 10.1, and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement. For the purposes of this Agreement, “Major Casualty/Condemnation” shall mean (i) any casualty, condemnation proceedings, or eminent domain proceedings if the applicable portion of the Property Location cannot be used for that is the same purpose subject of such casualty or such condemnation or eminent domain proceedings has a value in excess of seven and substantially with one half percent (7.5%) of the same utility Purchase Price, as before such Casualty Eventreasonably determined by a third party contractor or architect selected by Seller and reasonably acceptable to Buyer, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than any uninsured casualty which Seller does not agree (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years as set forth as a written modification of the Term or any extension of Net Lease reasonably acceptable to Seller and Buyer executed and delivered on the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms Closing Date and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent guaranteed pursuant to the terms of Section 14.04 below) andNet Lease Guaranty), following such removalin its sole and absolute discretion, Tenant shall have no further responsibility to Landlord with respect repair or restore in a manner acceptable to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsBuyer.

Right to Terminate. Notwithstanding any If the Premises is damaged by fire or other provision to casualty and Sublessor cannot restore the contrary contained Premises as required in this Article 14, in the event that, as a result of such a Casualty Event, 12.2 because (a) Tenant shall reasonably estimate applicable zoning and land use regulations will not allow restoration of the Premises (or a building similar to the Premises that will satisfy Sublessee’s needs, as determined by Sublessee) or (b) insurance proceeds are or will be insufficient to restore the Premises, provided, however, that Sublessor has complied with its insurance obligations set forth in the exercise Article 11 and provided further that Sublessee does not agree to pay for restoration costs in excess of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Eventavailable insurance proceeds, or (iic) it will be unable if the lessor under the Ground Lease shall refuse to use such damaged Property Location for allow Sublessor to restore the customary operation of Tenant’s business for more than (1) one (1) yearPremises, or (2d) one hundred twenty (120) days unless Sublessee agrees to exercise its Extension Options, if such Casualty Event has occurred in casualty occurs during the last two twelve (212) years of the Term or any extension months of the Term, or (b) Landlord elects Sublessor may, but shall not to provide be required to, terminate this Lease as of the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable date of such damage by written notice given to Landlord no later than Sublessee within thirty (30) days following after the date of such Casualty Event, fire or other casualty. If Sublessor elects to cause Landlord to modify terminate this Lease in accordance with this Article 12, Sublessee shall have a right of first offer with respect to remove any new building or improvements constructed by Sublessor (or any of Sublessor’s affiliates) on the damaged Property Location Lot (which right shall survive said termination of the Lease for a period of five years). Such right of first offer shall be exercised in accordance with the terms and reduce the Rent provisions of Section 1.5 of this Lease. If Sublessor does not elect to terminate this Lease pursuant to the terms of Section 14.04 below) andpreceding sentence, following such removal, Tenant Sublessor shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, diligently and Tenant’s obligation to pay Rent hereunder shall continue, until promptly repair the damage and unless (A) Tenant has complied with all obligations restore the Premises pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsSection 12.2 below.

Right to Terminate. Notwithstanding any other provision Board or Operator shall have the right to terminate this Agreement following damage to the contrary contained in this Article 14, in extent of 50% or more of then present value of the event that, as a result Leased Premises or destruction of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise Leased Premises if any of good faith business judgment that the following occurs: (i) the applicable Property Location Leased Premises cannot not, with reasonable diligence, be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) fully repaired by Board within 180 days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; (ii) the Leased Premises cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, chemical waste or other similar dangers; (iii) the Leased Premises are destroyed or damaged during the last 12 months of the Renewal Term of this Agreement; or (iv) insurance proceeds are not available to the Board to pay for 90% of the cost to fully repair the damaged Leased Premises. "Fully Repair" shall mean to restore the premises to the condition it was in just prior to the damage or destruction and as may be determined in good faith by the Board and is commercially reasonable. If Board or Operator elect to terminate this Agreement, the terminating party shall give the non-terminating party written notice of its election to terminate within 30 days after it has knowledge of such damage or destruction, and ordinary payroll this Agreement shall terminate 15 days after the date non-terminating party receives such notice. If neither party elects to terminate the Agreement, Board shall, promptly following the date of such damage or destruction, commence the process of obtaining necessary permits and approvals, and shall commence repair of the Leased Premises as soon as practicable and thereafter prosecute the same diligently to completion, in which event this Agreement will continue in full force and effect. However, during the period of such repair Monthly Rent shall abate prorata to the ▇▇▇▇entage of the Leased Premises which are useable. If this Agreement is terminated, Operator shall be entitled to receive and retain all the insurance proceedsproceeds resulting from such damage to Operator's Personal Property. Further in the event of such termination, Board shall be entitled to any insurance proceeds from Board owned policies as well as any insurance proceeds from insurance policies the Operator is required pursuant to the terms of this Agreement to the extent that such insurance proceeds are for damage to the Leased Premises other than Operator's Personal Property.

Right to Terminate. As used in this Agreement, the term “Inspection Period” shall mean the period of time beginning on the Effective Date and expiring at 11:59 p.m. on the date that is 180 days following the Effective Date (as may be extended pursuant to Section 3.2(a) or Section 3.2(b)(i)). Notwithstanding any other provision to the contrary anything contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject Agreement to the terms and conditions hereinafter set forthcontrary, Tenant Purchaser shall have the right, exercisable for any reason or no reason, to elect (in its sole and absolute discretion) to terminate this Agreement by delivering written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant Seller at any time prior to the terms expiration of the Inspection Period, in which event Purchaser shall receive a full refund of the Initial Deposit and Purchaser and Seller shall be released of all further obligations under this Agreement (except for any obligations which expressly survive the termination of this Agreement). If Purchaser exercises its right to terminate this Agreement under this Section 14.04 below3.2, then, at Seller’s request, Purchaser shall deliver to Seller electronic copies of any and all inspection reports obtained by Purchaser in connection with this Agreement and/or Purchaser shall have the Survey certified to Seller (such items, as applicable, being the “Purchaser’s Materials”) andprovided, following that, (i) such removalPurchaser’s Materials shall be delivered to Seller without any representation or warranty of any kind by Purchaser; (ii) Purchaser’s obligation to deliver of any Purchaser’s Materials shall be subject to any applicable copyright or other proprietary rights of others therein and to any restrictions under any agreement with the third party that prepared such Purchaser’s Materials or other third party consent rights; (iii) Purchaser shall not be required to incur any cost or take any other action to compel, Tenant persuade, or otherwise allow any third parties to approve of the furnishing of any Purchaser’s Materials to Seller; and (iv) Purchaser shall have no further responsibility liability to Landlord Seller or any other party whatsoever with respect to any such damaged Property Location, except for such indemnity Purchaser’s Materials or other provisions the refusal of any third parties to approve of the furnishing of any Purchaser’s Materials to Seller. The foregoing requirement that Purchaser deliver Purchaser’s Materials to Seller shall survive the termination of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsAgreement.

Right to Terminate. Notwithstanding If the Premises or the Building are damaged by fire or other insured casualty, and the insurance proceeds have been made available by the holder or holders of any other provision mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the contrary contained in this Article 14extent of such insurance proceeds available, provided such repairs can, in the event thatLandlord's reasonable discretion, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) completed within one hundred twenty (120) days if after the occurrence of such Casualty Event has occurred damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the last two conduct of its business. If repairs cannot, in Landlord's reasonable discretion, be made within said one hundred twenty (2120) years day period, Landlord shall notify Tenant within sixty (60) days of the Term or any extension date of occurrence of the Term, damage as to whether or (b) not Landlord elects to make the repairs. If Landlord elects not to provide make the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01repairs, thenthen either party may, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Eventthe other, to cause Landlord to modify cancel this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms as of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Eventoccurrence of the damage. Except as provided in this Section 17, there shall be no abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or interference to or with Tenant's business or property arising from the making of any necessary repairs, or any alterations or improvements in or to any portion of the Building or the Premises, or in or to fixtures, appurtenances, and (C) equipment therein necessitated by the damage. Tenant has paid understands that Landlord will not carry insurance of any kind on Tenant's furniture and furnishings or has caused to be paid to Landlord as its interests may appear all insurance deductibleson any fixtures or equipment removable by Tenant under the provision of this Lease, and all insurance proceeds which that Landlord shall have been paid not be required to Tenant with respect to the destruction repair any injury or damage caused by fire or other cause, or to make any repairs or replacements to or of such Property Location and not utilized towards improvements installed in the Restoration; provided, however, that Premises by or for Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, at Tenant’s Personalty, and ordinary payroll insurance proceeds's cost.

Right to Terminate. Notwithstanding any other provision to If, after the contrary contained in this Article 14, in the event that, as a result of such a Casualty EventEffective Date, (a) Tenant any portion of the Property is taken by condemnation or eminent domain (or is the subject of a pending taking), or (b) any portion of the Property is damaged or destroyed, Seller shall reasonably estimate notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If the exercise Property is the subject of good faith business judgment a Major Casualty/Condemnation that occurs after the Effective Date, Buyer shall have the right to terminate this Agreement by giving written notice to Seller no later than the date (the “Casualty Notice Date”) that is the earlier of (a) July 12, 2018 or (b) five (5) Business Days after Seller notifies Buyer of such Major Casualty/Condemnation; provided that the commencement of the Closing Period shall be extended (but not beyond July 12, 2018), if necessary, to provide sufficient time for Buyer and Seller to close. The failure by Buyer to terminate this Agreement by the Casualty Notice Date shall be deemed an election not to terminate this Agreement. If this Agreement is terminated pursuant to this Section 10.1, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement. For the purposes of this Agreement, “Major Casualty/Condemnation” shall mean (i) any casualty, condemnation proceedings, or eminent domain proceedings if the applicable portion of the Property Location cannot be used for that is the same purpose subject of such casualty or such condemnation or eminent domain proceedings has a value in excess of Thirty Eight Million Sixty Two Thousand Five Hundred and substantially with the same utility No/Dollars ($38,062,500.00), as before such Casualty Eventreasonably determined by a third party contractor or architect selected by Seller and reasonably acceptable to Buyer, or (ii) it will be unable any uninsured casualty which CPLV Lease Tenant is not otherwise required to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent restore pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Original CPLV Lease and which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord Seller does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsagree to cause CPLV Lease Tenant to agree to repair or restore in a manner acceptable to Buyer.

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, So long as a result no Event of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event Default has occurred in the last two (2) years of the Term or any extension of the Termand is continuing, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant Lessee shall have the rightright on at least [*] (which notice shall be irrevocable, exercisable except as provided below), to terminate this Lease by written notice given from its chief financial officer to Landlord Lessor to the effect that the Aircraft has become [*] to Lessee's equipment requirements. Such notice shall specify a proposed date of termination, which shall be a Rent Payment Date at any time on or after the [*] anniversary of the Commencement Date. During the period following the giving of such notice of termination until the Termination Date, Lessee, as agent for Lessor, shall use commercially reasonable efforts to sell the Aircraft no later than thirty (30) days following such Casualty Eventthe Termination Date "as is", without any warranty by Lessor except as to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant Lessor's title, on behalf of Lessor. If Lessee receives any bid, it shall, at least 10 Business Days prior to the proposed day of sale, certify to Lessor in writing the amount and terms of Section 14.04 below) andsuch bid, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions the proposed date of this Lease sale and the name and address of the potential buyer (which may relate to such damaged Property Location. Such modification be Lessor or any Affilate of Lessor, but shall not be effectiveLessee or any Affiliate of Lessee). Lessor may also solicit bids directly or through agents other than Lessee. Lessee may, by notice to Lessor, withdraw its notice of termination at any time on or before the date 10 days prior to the proposed Termination Date (unless such withdrawal is due to the cancellation of the proposed purchase of the Aircraft by the potential buyer, in which event, such notice may be given at any time on or prior to the proposed Termination Date), and Tenant’s obligation thereupon this Lease shall continue in full force and effect. Withdrawal of notice of termination shall not exhaust the Lessee's right to pay Rent hereunder give a further notice of termination as provided herein. On the Termination Date or such other date of sale as shall continuebe consented to in writing by Lessor and Lessee, until which date shall thereafter be deemed the Termination Date, Lessee shall, upon payment in full of the amounts described in Section 24.2, deliver the Airframe and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect Engines or engines installed thereon to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds party which shall have been paid prior to Tenant such date submitted the highest bona fide cash bid to close such sale and purchase of the same, and shall duly transfer to such party title to any engines which are not Engines delivered with respect the Airframe. Lessor shall simultaneously therewith sell and convey title ------- * Confidential to the destruction Airframe and the Engines or damage engines conveyed to Lessor as provided in Section 10 to such party, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of such Property Location Lessor's Liens). Upon receipt by Lessor of all amounts referred to in Section 24.2, Lessor will transfer to Lessee, in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of Lessor in and to any Engines constituting part of the Aircraft which were not utilized towards delivered to the Restoration; provided, however, that Tenant purchaser with the Airframe. Lessee shall retain those insurance proceeds pay all reasonable out-of-pocket expenses of Lessor in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsconnection with any termination or proposed termination of this Lease.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate ------------------ this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event the insurance Landlord is required to Tenant in accordance with a Casualty Withholding Event under Section 14.01carry pursuant to Paragraph 21.C, thenor that Landlord actually carries, subject are not available to pay one hundred percent (100%) of the terms and conditions hereinafter set forthcost of such repair, excluding the deductible for which Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationresponsible; provided, however, that if Tenant pays to Landlord, in immediately available funds, within thirty (30) days after such casualty, any shortfall in such insurance proceeds, as reasonably determined by Landlord, then Landlord shall retain those insurance proceeds in which have no right to terminate the Lease pursuant to this item (i); (ii) the Building cannot, with reasonable diligence, be fully repaired by Landlord does within three hundred sixty (360) days after the date of the damage or destruction; or (iii) the Building cannot have an interest be safely repaired because of the presence of hazardous factors, including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination and except that Landlord shall return to Tenant the Security Deposit). If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Building as soon as practicable, and this Lease will continue in full force and affect. All insurance proceedsproceeds from insurance under Paragraph 21, excluding proceeds for Tenant's Personal Property, shall be ------------ disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Building cannot, with reasonable diligence, be fully repaired within three hundred sixty (360) days from the date of damage or destruction. The determination of the estimated repair periods in this Paragraph 23 shall be made by an independent, ------------ licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination).

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) 10.2.1 If Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, thendetermines, subject to the terms and conditions hereinafter set forthrights of the Leasehold Mortgagees, Tenant shall have the right, exercisable by written notice given to Landlord no later given within one hundred eighty (180) days after the date of such Casualty, that it is not economically practical to restore the Project and/or the Premises to substantially the same condition in which they existed prior to the occurrence of such Casualty, then Tenant may, with the prior written consent of all Leasehold Mortgagees, terminate this Lease as of a date that is not less than thirty (30) days following after the date of such Casualty Event, to cause Landlord to modify notice. If Tenant terminates this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of this Section 14.04 below) and, following such removal10.2, Tenant shall have no further responsibility be responsible for and shall bear all costs to remove all remaining improvements and debris from the Premises, including without limitation removal of all foundations, footings, pads, and other underground, at-grade, and above-ground improvements and to promptly surrender possession of the Premises to Landlord in “pad-ready” condition with respect no excavations or other holes in the ground surface. 10.2.2 Prior to surrendering the Premises to Landlord, duly authorized representatives of Tenant and Landlord will together inspect the Premises to evaluate the state of the Premises. After such damaged Property Locationinspection, except both representatives together will establish in writing any further work to be done by Tenant, the time schedule to perform such work and the inspection date of such work, in order to make the Premises “pad ready” upon surrender to Landlord. If Landlord is satisfied with the condition of the Premises, Landlord shall so notify Tenant in writing. 10.2.3 Tenant acknowledges and agrees that if any remaining work is not completed by Tenant to Landlord’s satisfaction within the agreed-upon timeframe, then any such work may be performed by Landlord or at Landlord’s expense in order to repair and restore the Premises to the required “pad-ready” condition. All expenses incurred by Landlord for such indemnity or other provisions restoration work shall be reimbursed by Tenant within thirty (30) days of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder receipt of Landlord’s detailed invoices, it being understood that these expenses shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect be limited to the damaged Property Location through cost of labor at either the date Landlord’s or its contractor’s “fully loaded” union labor rates, plus the cost of the Casualty Event, and necessary materials (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsif any).

Right to Terminate. Notwithstanding any Landlord shall have the option to terminate this ------------------ Lease if the Premises or the Building is destroyed or damaged by fire or other provision casualty, regardless of whether the casualty is insured against under this Lease, if Landlord reasonably estimates that the repair of the Premises or the Building cannot be completed within one hundred eighty (180) days after the casualty. Landlord shall also have the right to terminate this Lease if the contrary contained in repair is not fully covered by insurance maintained (or required to be maintained) by the Landlord pursuant to this Article 14Lease other than by reason of the deductible amounts under ▇▇▇▇▇▇▇▇'s insurance policies. Tenant shall have the option to terminate this Lease if the Premises is damaged or destroyed by fire or other casualty, in and Landlord reasonably estimates that the event that, repair of the Premises cannot be completed within one hundred eighty (180) days after the casualty. Landlord shall notify Tenant of Landlord's reasonable repair period estimate within (60) days after the casualty. If a party desires to exercise the fight to terminate this Lease as a result of such a Casualty Eventcasualty, (a) Tenant the party shall reasonably estimate in exercise the exercise of good faith business judgment that (i) right by giving the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by other party written notice given of its election to Landlord no later than terminate within thirty (30) days following such Casualty Eventafter delivery of Landlord's repair period estimate, to cause Landlord to modify in which event this Lease to remove the damaged Property Location shall terminate fifteen (and reduce the Rent pursuant to the terms of Section 14.04 below15) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through days after the date of the Casualty Eventterminating party's notice. If neither Landlord nor Tenant exercises the right to terminate this Lease, this Lease shall continue in full force and effect and Landlord shall promptly commence the process of obtaining necessary permits and approvals, and (C) Tenant has paid shall commence repair of the Premises or has caused the Building as soon as practicable and thereafter prosecute the repair diligently to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedscompletion.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event the insurance Landlord is required to Tenant in accordance with a Casualty Withholding Event under Section 14.01carry pursuant to Paragraph 21.C, thenor that Landlord actually carries, subject are not available to pay one hundred percent (100%) of the terms and conditions hereinafter set forthcost of such repair, excluding the deductible for which Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationresponsible; provided, however, that if Tenant pays to Landlord, in immediately available funds, within thirty (30) days after such casualty, any shortfall in such insurance proceeds, as reasonably determined by Landlord, then Landlord shall retain those insurance proceeds in which have no right to terminate the Lease pursuant to this item (i); (ii) the Building cannot, with reasonable diligence, be fully repaired by Landlord does within three hundred sixty (360) days after the date of the damage or destruction; or (iii) the Building cannot have an interest be safely repaired because of the presence of hazardous factors, including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination and except that Landlord shall return to Tenant the Security Deposit). If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Building as soon as practicable, and this Lease will continue in full force and affect. All insurance proceeds.proceeds from insurance under Paragraph 21, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, as If a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years material part of the Term Premises or any extension a material part of the TermParking Areas is taken by right of eminent domain or private purchase in lieu thereof (i.e., or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01threat of eminent domain), then, subject to the terms and conditions hereinafter set forth, Tenant then either party hereto shall have the rightright to terminate this Lease effective on the date physical possession is taken by the condemning authority or private purchaser, exercisable by written notice given to Landlord no later than the other party at least thirty (30) days following prior to the said effective date (or if such Casualty Eventtaking is not known a sufficient amount of time prior to said thirty (30) day notice period to allow the terminating party to give such notice, to cause Landlord to modify such notice shall be given within thirty (30) days after the terminating party knows of such taking); provided, however, if this Lease to remove is not so terminated, the damaged Property Location (and reduce rental specified herein shall be reduced during the Rent pursuant unexpired portion of the Lease Term in proportion to the terms area of the Premises so taken and shall be effective on the date physical possession is taken by the condemning authority or private purchaser. If Landlord receives notice from an applicable government authority indicating that such authority intends to take a material portion of the Premises by right of eminent domain, Landlord shall notify Tenant within a reasonable time thereafter of Landlord’s receipt of such notice. Notwithstanding anything to the contrary in this Section 14.04 below) and, following such removal10.1, Tenant shall have no further responsibility right to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of terminate this Lease which may relate due to such damaged Property Location. Such modification shall not be effective, and a taking of a material portion of the Parking Areas so long as Landlord provides Tenant with access to replacement or substitute parking spaces in a quantity equal to Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date share of the Casualty Eventtotal number of parking spaces which were lost as a result of any such taking, provided either (i) such parking spaces are located within a reasonable walking distance from the Building or (ii) such parking spaces are located within the Business Park (or at a location outside of the Business Park that is no greater distance from the Building than the farthest location in the Business Park from the Building) and Landlord, at its sole cost and expense (C) Tenant has paid or has caused not to be paid included in Operating Costs), provides shuttle transportation services to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of from such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsparking spaces at reasonable intervals.

Right to Terminate. Notwithstanding Landlord shall have the right to terminate this Lease if any other provision to of the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event the insurance Landlord is required to Tenant in accordance with a Casualty Withholding Event under carry pursuant to Section 14.0111(c) or that Landlord actually carries, thenare not available to pay one hundred percent (100%) of the cost of such repair, subject to excluding the terms and conditions hereinafter set forth, deductible for which Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationresponsible; provided, however, that if Tenant pays to Landlord, in immediately available funds, within ninety (90) days of demand, any shortfall in such insurance proceeds, as reasonably determined by Landlord, then Landlord shall retain those insurance proceeds in which have no right to terminate the Lease pursuant to this item (i); (ii) the Premises cannot, with reasonable diligence, be fully repaired by Landlord does within three hundred sixty (360) days after the date of the damage or destruction; or (iii) the Premises cannot have an interest be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, sink holes, radiation, Hazardous Materials and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination). If Landlord elects not to terminate the Lease, subject to Tenant’s Personaltytermination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Premises as soon as practicable, and ordinary payroll this Lease will continue in full force and affect. All insurance proceeds.proceeds from insurance under Section 13 or Section 14, excluding proceeds for Tenant’s Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Premises cannot, with reasonable diligence, be fully repaired within 365 days from the date of damage or destruction. The determination of the estimated repair periods in this Section 11 shall be made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination),

Right to Terminate. Notwithstanding The Authority may terminate this Framework Agreement if the Supplier has failed to provide the required credit support within ten (10) Working Days of the Authority's request. Representations, warranties and undertakings Supplier representations, warranties and undertakings: The Supplier represents, warrants and undertakes to the Authority that: as at the date of this Framework Agreement, all information contained in its Tender remains true, accurate and not misleading, except as may have been specifically disclosed in writing to the Authority prior to the date of this Framework Agreement; as at the date of this Framework Agreement, (and unless disclosed in writing to the Authority), it has not taken any action, nor have any other provision steps been taken or legal proceedings commenced or, so far as it is aware, threatened against it for its winding-up or dissolution or for any similar or analogous proceedings in any jurisdiction, or for it to enter into any arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrative receiver, trustee or similar officer; as at the date of this Framework Agreement, no claim exists or is being assessed and no litigation, arbitration, administrative proceedings or regulatory investigations are presently in progress or, to the contrary contained best of its knowledge, pending or threatened against it or any of its assets that will or might have a material adverse affect on its ability to perform its obligations under this Framework Agreement; as at the date of this Framework Agreement and throughout the Term of this Framework Agreement, the Authority Services and Customer Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; as at the date of this Framework Agreement and throughout the Term of this Framework Agreement, it has and will have authority to grant to the Authority any rights to be granted under this Framework Agreement and it owns, has obtained or shall obtain valid licences for all IPR necessary for the fulfilment of all its obligations under this Framework Agreement and the Customer Contracts; as at the date of this Framework Agreement and throughout the Term of this Framework Agreement, it has taken and shall continue to take all steps, in this Article 14accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) by the Supplier into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the Authority or the Customers; on behalf of itself and its Affiliates or Parent Company, in the event that, as a result three (3) Years prior to the date of such a Casualty Event, (a) Tenant shall reasonably estimate this Framework Agreement and throughout the Term: it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities laws and regulations in the exercise of good faith business judgment that (i) the applicable Property Location canjurisdiction in which it is established; and it has not be used for the same purpose and substantially with the same utility as before such Casualty Event, performed any act or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord omission with respect to such damaged Property Location, except for such indemnity its financial accounting or other provisions of reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or on its ability to fulfil its obligations under this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to Framework Agreement and/or the damaged Property Location through Customer Contracts; as at the date of this Framework Agreement and throughout the Casualty EventTerm of this Framework Agreement, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which Customers shall have been paid to Tenant with respect obtain good title to the destruction or damage Electricity Products received from the Supplier under the Contract and that at the respective Supply Point the Electricity Product so received shall be free from all liens, charges and adverse claims of such Property Location and not utilized towards the Restorationevery description; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceeds.and

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location Premises cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location the Premises for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify terminate this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removaltermination, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Locationthe Premises, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Locationsurvive by their terms. Such modification termination shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location Premises through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location the Premises and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceeds.

Right to Terminate. Notwithstanding This Agreement may be terminated at any other provision time prior to the contrary Effective Time: (a) By mutual written consent of the Company and Parent. (b) By the Company before (but not after) Acquisition accepts for purchase Common Stock that is tendered in response to the Tender Offer if there has been a material breach by Parent or Acquisition, as the case may be, of any representation, warranty, covenant or other agreement contained herein, which breach or failure to perform (i) would give rise to the failure of a condition to the Tender Offer set forth on Exhibit 1.2-E, and (ii) has not been waived by the Company or cured by Parent or Acquisition within fifteen (15) Business Days after Parent’s receipt of written notice thereof from the Company or is incapable of being cured by Parent or Acquisition on or before the Tender Outside Date. (c) By the Company after Acquisition accepts for purchase Common Stock that is tendered in response to the Tender Offer but before the Effective Time, as to the Merger but not the Tender Offer (and without affecting any obligation of Acquisition to purchase, or any purchase by Acquisition that has taken place of, Common Stock that is tendered in response to the Tender Offer) if an order is entered by any Governmental Authority which restrains or otherwise prevents the Company or Acquisition from completing the Merger, and despite efforts by the Company to cause that order to be dissolved or modified in a way that would permit the Merger to take place, because of that order the Merger does not take place within 120 days after the Expiration Date. (d) By Parent before (but not after) Acquisition accepts for purchase Common Stock that is tendered in response to the Tender Offer if there has been a material breach by the Company of any representation, warranty, covenant or other agreement contained herein, which breach or failure to perform (i) would give rise to the failure of a condition to the Tender Offer set forth on Exhibit 1.2-E, and (ii) has not been waived by Parent or cured by the Company within fifteen (15) Business Days after the Company receives written notice thereof from Parent or is incapable of being cured by the Company on or before the Tender Outside Date (provided, that the breach or inaccuracy of any such representation or warranty was not known, or reasonably should have been known, to Parent or any of its subsidiaries or affiliates on or prior to the date of this Article 14Agreement). (e) By the Parent after Acquisition accepts for purchase Common Stock that is tendered in response to the Tender Offer but before the Effective Time, as to the Merger but not the Tender Offer (and without affecting any obligation of Acquisition to purchase, or any purchase by Acquisition that has taken place of, Common Stock that is tendered in response to the event thatTender Offer), if an order is entered by any Governmental Authority which restrains or otherwise prevents the Company or Acquisition from completing the Merger, and despite diligent efforts by the Parent and Acquisition to cause that order to be dissolved or modified in a way that would permit the Merger to take place, because of that order the Merger does not take place within 120 days after the Expiration Date. (f) By the Company if before the Expiration Date, (i) the Company receives an Acquisition Proposal to acquire 20% or more of the stock or assets of the Company, or a Potential Acquiror commences a cash tender offer or an exchange offer 20% or more of the Company's outstanding stock (other than any already owned by the Potential Acquiror), (ii) the Board, acting upon the recommendation of the Special Committee, determines that such Acquisition Proposal or the tender offer or exchange offer is or is reasonably likely to lead to a Superior Proposal (as defined below) and resolves to accept the Superior Proposal, or to recommend that stockholders tender their shares in response to the Superior Proposal, unless Acquisition will increase the Tender Offer Price and the Merger Price to an amount per share of Common Stock equal to the value per share of Common Stock of the consideration the Company's stockholders would receive as a result of such a Casualty Eventthe Superior Proposal, (aiii) Tenant shall reasonably estimate the Company has given Parent and Acquisition at least three Business Days’ prior notice (a “Superior Proposal Notice”) (A) of the terms of the Superior Proposal (including the value per share of Common Stock of the consideration the Company's stockholders would receive as a result of the Superior Proposal, valuing non-cash consideration at its fair value as determined by the Board, after consultation with the Special Committee), and (B) that unless Acquisition increases the Tender Offer Price and the Merger Price to an amount per share equal to the value per share of Common Stock of the consideration the Company's stockholders would receive as a result of the Superior Proposal, as set forth in the exercise Superior Proposal Notice, this Agreement will terminate, and (iv) Parent has failed to give the Company an irrevocable notice within the three full Business Day period that Acquisition will increase the Tender Offer Price and the Merger Price to an amount per share equal to the value per share of good faith business judgment Common Stock of the consideration the Company's stockholders would receive as a result of the Superior Proposal, as set forth in the Superior Proposal Notice (a “Price Increase Notice”). A “Superior Proposal” is an Acquisition Proposal, a tender offer or an exchange offer, in each case relating to greater than 50% of the Company’s stock or assets, which the Board, acting upon the recommendation of the Special Committee determines, after consultation with its legal advisors and independent financial advisor, is reasonably likely to be consummated in accordance with its terms and would result in a transaction more favorable to the Company's common stockholders than the Tender Offer and the Merger, taking into account all material legal, financial and regulatory aspects of the proposal (including the consideration per share to be received by the Company’s stockholders). A notice that this Agreement will terminate included in a Superior Proposal Notice will be irrevocable (unless Parent consents in writing to its being withdrawn by the Company) and, unless Parent gives a Price Increase Notice within the three Business Days described in clause (iv) of this Section 8.1(f), will result in this Agreement's terminating on the later of the date specified in the Superior Proposal Notice. If Parent gives the Company a Price Increase Notice, this Agreement will be deemed amended to cause the Tender Offer Price to be the price described in the Price Increase Notice, and the Company will not have the right to terminate this Agreement under this Section 8.1(f) as a result of the Acquisition Proposal described in the Superior Proposal Notice. (g) By the Company if, after Parent has given the Company a Price Increase Notice and before the Expiration Date (as it is extended because of the Superior Proposal Notice or the Price Increase Notice), (i) the applicable Property Location cannot be used for Company receives a subsequent Acquisition Proposal (whether from the same purpose or a different Potential Acquiror) to acquire 20% or more of the stock or assets of the Company, or a Potential Acquiror commences a cash tender offer or an exchange offer for 20% or more of the Company's outstanding stock (other than any already owned by the Potential Acquiror), and substantially (ii) the Board, acting upon the recommendation of the Special Committee, determines that the subsequent Acquisition Proposal or tender offer or exchange offer is a Superior Proposal even taking into account the amendment to this Agreement as a result of the Price Increase Notice, and resolves to accept the Superior Proposal, or to recommend that stockholders tender their shares in response to the Superior Proposal, provided that the Company will not have the right to terminate this Agreement as a result of a subsequent Acquisition Proposal or tender offer or exchange offer that the Board, acting upon the recommendation of the Special Committee, determines to be a Superior Proposal unless (x) the Company has given Parent and Acquisition at least two Business Days’ prior notice of the terms of the Superior Proposal (including the value per share of Common Stock of the consideration the Company's stockholders would receive as a result of the Superior Proposal, valuing non-cash consideration at its fair value as determined by the Board, acting upon the recommendation of the Special Committee, after consultation with its financial advisers), which two Business Days’ notice will for all purposes of this Agreement be a Superior Proposal Notice (except that it may be revoked at the discretion of the Board, acting upon the recommendation of the Special Committee), and (y) if Parent asks to discuss with the same utility Special Committee during the two Business Day period modifying the Tender Offer Price or other terms of this Agreement to make the Transactions, as modified, as favorable to the Company’s common stockholders as the subsequent Acquisition Proposal or tender offer or exchange offer that the Board, acting upon the recommendation of the Special Committee, has determined to be a Superior Proposal, the Board, acting upon the recommendation of the Special Committee, will have engaged in those discussions and, if Parent has offered to modify the Tender Offer Price or other terms of this Agreement, at the conclusion of those discussions, the Board, acting upon the recommendation of the Special Committee, will have made a determination that the subsequent Acquisition Proposal or tender offer continues to be more favorable to the Company's common stockholders as the Transactions as Parent has offered to modify them. If, because of an offer by Parent to modify the Tender Offer Price or other terms of this Agreement, the Board, acting upon the recommendation of the Special Committee, withdraws its determination that a subsequent Acquisition Proposal or tender offer is a Superior Proposal and then the Company receives one or more additional subsequent Acquisition Proposals or there are one or more subsequent tender offers or exchange offers, the provisions of this Section 8.1(g) will apply to each of those subsequent Acquisition Proposals or tender offers or exchange offers. (h) When the Company delivers a Superior Proposal Notice, Acquisition's obligations under Sections 1.2, 2.1 and 6.2(b)(i), will be suspended until such, if any, time as Parent gives a Price Increase Notice (if the Superior Proposal Notice is given under Section 8.1(f)), or the Board, acting upon the recommendation of the Special Committee, withdraws its determination that a subsequent Acquisition Proposal or a tender offer or exchange offer constitutes a Superior Proposal (if the Superior Proposal Notice is given under Section 8.1(g)). (i) By Parent, if before such Casualty EventAcquisition accepts shares that have been tendered in response to the Tender Offer, (i) the Board, acting upon the recommendation of the Special Committee, withdraws or materially modifies in a manner adverse to the Transactions, or recommends that the Board withdraw or materially modify in a manner adverse to the Transactions, the recommendation that the stockholders of the Company tender their shares in response to the Tender Offer or (ii) it will be unable there is a public statement, for which neither Parent, any subsidiary of Parent or anyone acting on their behalf is responsible, to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) yeareffect that the Board, or (2) one hundred twenty (120) days if such Casualty Event has occurred in acting upon the last two (2) years recommendation of the Term Special Committee, intends to withdraw its recommendation or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant modify it in accordance with a Casualty Withholding Event under Section 14.01, then, subject manner adverse to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) Transactions and, following such removalif requested by Parent, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall the Company does not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through within three full Business Days after the date of the Casualty Eventrequest, with the approval of the Board, acting upon the recommendation of the Special Committee, issue and file with the SEC a public statement denying that that is the case. (j) By either the Company or Parent if (i) the Expiration Date has not occurred by September 30, 2016 (the “Tender Outside Date”) and (Cii) Tenant the party seeking to terminate this Agreement pursuant to this Section 8.1(j) has paid or has caused to be paid to Landlord as not breached in any material respect its interests may appear all insurance deductibles, and all insurance proceeds which obligations under this Agreement in any manner that shall have proximately caused or resulted in the failure of the Tender Offer to have been paid to Tenant with respect to the destruction or damage of consummated by such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsdate.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) Insurance proceeds together with such sums which Tenant may in its sole discretion elect to contribute toward the applicable Property Location cancost of such repair are not available to pay one hundred percent (100%) of the cost of such repair; excluding Tenant’s pro rata share of the deductible for which Tenant shall be used for the same purpose and substantially with the same utility as before such Casualty Event, or responsible; (ii) it will The Premises or the Building cannot, with reasonable diligence, be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty eighty (120180) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or (iii) The Premises or Building cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and this Lease shall terminate fifteen (15) days after the date Tenant receives such notice. If Landlord elects not to terminate the Lease, Landlord shall promptly, following the date of such damage or destruction, commence the process of obtaining necessary permits and approvals, and shall commence repair of the Premises or the Building as soon as practicable and thereafter prosecute the same diligently to completion, in which event this Lease will continue in full force and effect. All insurance proceeds from insurance under Paragraph 21., excluding proceeds for Tenant’s PersonaltyPersonal Property, shall be disbursed and ordinary payroll insurance proceedspaid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord.

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, So long as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event no Notified Default has occurred in the last two (2) years of the Term or any extension of the Termand is continuing, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant Lessee shall have the rightright during the Basic Term on at least 180 days prior written notice, exercisable to terminate this Lease by written notice given from its Chief Financial Officer to Landlord no later Lessor to the effect that the Aircraft has become obsolete or surplus to Lessee's equipment requirements. Such notice shall specify a proposed date of termination, which shall be a Rent Payment Date at any 62 time on or after the seventh anniversary of the Commencement Date. During the period following the giving of such notice of termination until the Termination Date, Lessee, as agent for Lessor, shall use commercially reasonable efforts to sell the Aircraft "as is", without any warranty by Lessor except as to Lessor's title and the absence of Lessor's Liens. (Lessor and Owner Participant may also solicit bids directly or through agents other than thirty (30Lessee and Owner Participant may also bid.) days following If Lessee receives any bid acceptable to it, it shall, at least 10 Business Days prior to the proposed date of sale thereunder, certify to Lessor in writing the amount and terms of such Casualty Eventacceptable bid, the proposed date of sale and the name and address of the potential buyer. Lessee may, by notice to cause Landlord to modify Lessor, withdraw its notice of termination at any time on or before the proposed Termination Date, and thereupon this Lease shall continue in full force and effect. Lessee may withdraw notice of termination not more than twice during the Term. On the Termination Date or such other date of sale as shall be consented to remove by Lessee (which date shall thereafter be deemed the damaged Property Location (Termination Date), Lessee shall, upon payment in full of the amounts described in Section 24.2, deliver the Airframe and reduce the Rent pursuant Engines or engines installed thereon to the terms of Section 14.04 below) and, following such removal, Tenant party which shall have no further responsibility to Landlord with respect prior to such damaged Property Location, except for date submitted the highest acceptable cash Dollar bid (net of brokerage commissions) to close such indemnity or other provisions sale and purchase of this Lease the same (which may relate to such damaged Property Location. Such modification shall not be effectiveLessee or any Affiliate of Lessee or any Person with whom Lessee or its Affiliates has any arrangement or understanding regarding the future use of the Aircraft ), and Tenant’s obligation shall duly transfer to pay Rent hereunder such party title to any engines which are not Engines delivered with the Airframe. Lessor shall continue, until simultaneously therewith sell and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect convey title to the damaged Property Location through Airframe and the date Engines or engines conveyed to Lessor as provided in Section 10 to such party, in "as-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens). Upon receipt by Lessor of all amounts referred to in Section 24.2, Lessor shall transfer to Lessee, in "as-is" condition, without recourse or warranty (except a warranty as to the absence of Lessor's Liens), all right, title and interest of Lessor in and to any Engines constituting part of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds Aircraft which shall have been paid to Tenant with respect were not delivered to the destruction purchaser with the Airframe. Lessee shall pay all reasonable out-of-pocket expenses of Lessor in connection with any termination or damage proposed termination of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsthis Lease.

Right to Terminate. Notwithstanding This Agreement may be terminated at any other provision time before AHP accepts for payment and pays for the Shares validly tendered and not withdrawn in the Offer (except as otherwise provided herein), whether before or after the AHP shareholder vote: (a) by mutual written consent of AHP, HCMLP, and each Holder; (b) by HCMLP, if mailing of the Proxy Statement to stockholders does not take place on or before June 30, 2010; (c) by HCMLP, if (i) a Change of Merger Recommendation or Change of Tender Recommendation has occurred, (ii) AHP fails to include the contrary contained Merger Recommendation in this Article 14the Proxy Statement or New AHP Parent fails to include the Tender Recommendation in the Offer Documents, or (iii) AHP, New AHP Parent or the Board of Directors of AHP or New AHP Parent (x) approves, adopts or recommends any Acquisition Proposal or (y) approves or recommends, or enters into, or allows any of its subsidiaries to enter into, a written letter of intent, agreement in principle of definitive agreement for an Acquisition Proposal; (d) by HCMLP in the event thatof a Material Adverse Effect (as defined below); (e) by either HCMLP or AHP if, as upon a result vote at the Stockholder Meeting, the AHP shareholders do not approve the Reorganization Merger, provided that HCMLP shall not have the right to terminate pursuant if such failure to approve the Reorganization Merger is caused by a breach of such a Casualty Eventthe obligations under Section 2.5 of this Agreement; (f) by either HCMLP, AHP or any Holder, if the Merger Closing shall not have occurred on or before August 10, 2010 (athe “Merger Deadline”); (g) Tenant by either HCMLP, AHP or any Holder, if the Acceptance Date shall reasonably estimate not have occurred or if the Debt Restructuring shall not have been consummated (provided that no party shall have the right to terminate pursuant to this Section (g) if its breach of this Agreement has caused the Debt Restructuring not to occur) on or before September 30, 2010 (the “End Date”); (h) by HCMLP, if at any Expiration Date, New AHP Parent shall fail to accept for payment and pay for Shares validly tendered and not withdrawn in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, Offer subject to the terms of and conditions hereinafter set forth, Tenant shall have the right, exercisable in accordance with Section 3.5; (i) by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which any Party if there shall have been paid to Tenant with respect to issued an order, decree or injunction having the destruction effect of making the Reorganization Merger illegal or damage permanently prohibiting the consummation of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personaltymerger, and ordinary payroll insurance proceedssuch order, decree or injunction shall have become final and nonappealable; (j) by HCMLP or any Holder, upon a material breach of any representation, warranty, covenant or agreement of AHP or New AHP Parent set forth in this Agreement which breach is incapable of being cured or is not cured within 10 days following notice thereof; (k) by AHP or New AHP Parent, upon a material breach of any representation, warranty, covenant or agreement of HCMLP, any Holder or Agent set forth in this Agreement which breach is incapable of being cured or is not cured within 10 days following notice thereof; and (l) by any Party upon the commencement of any proceeding by or against AHP or any of the Makers under any provision of the United States Bankruptcy Code or under any other state or federal bankruptcy or insolvency law unless such proceeding is a result of a breach of the obligations under Section 5 hereof.

Right to Terminate. Notwithstanding any other provision to the contrary contained So long as Tenant is not in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event material default under Section 14.01, then, subject to the terms and conditions hereinafter set forthof this Lease, Tenant shall have a one time Right to Terminate the rightLease effective at the end of the eighty-fourth (84th) month of the initial lease term subject to the conditions contained in this Section. In order to exercise this Right to Terminate, exercisable by Tenant shall provide Landlord with written notice given (`the Notice") by the end of the 72nd month of the Initial Lease Term (at least twelve (12) months' notice). If Tenant exercises this Right to Terminate, it shall be obligated to pay all amounts due under the Lease until the earlier of the end of the eighty-fourth (84th) month of the Initial Lease Term or the effective date of any third party lease for the Premises, at which point Tenant's obligations under the Lease will cease except to the extent that there is any (i) difference between the monthly base rent paid by the third party tenant, and the Base Monthly Rent due under the Lease; and (ii) any rent or other sums owed by Tenant to Landlord from the period prior to the effective date of the Termination. In no later than event shall Tenant have any obligations under the Lease after the end of the eighty-fourth month, provided Tenant has complied with the terms of this Section and has no outstanding defaults under the terms of this Lease. Tenant shall, within thirty (30) days following such Casualty Eventof Landlord's receipt of Tenant's notice to exercise this Right to Terminate, to cause Landlord to modify this Lease to remove the damaged Property Location pay Landlord's unamortized costs (based upon a twelve (12) year amortization period and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest rate of eight percent (8%) per annum) including, but not limited to, the Tenant Improvement Allowance, Schematic Space Plan Allowance and real estate commissions in connection with the initial lease of the Premises to the Tenant’s Personalty, and ordinary payroll insurance proceeds.. This Right to Terminate only applies to the Premises in Building Two. Tenant may exercise its Right to Terminate under any of the following conditions:

Right to Terminate. Notwithstanding any other provision In addition to the contrary contained termination provisions described in Section 25 (Revocation), before the Commercial Operations Date, Authorized Sublessee may terminate this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable Sublease Agreement by providing prior written notice given to Landlord no later Primary Tenant. On or after the Commercial Operations Date, Authorized Sublessee may terminate this Sublease Agreement by providing at least six (6) months’ prior written notice to Primary Tenant. In addition, after the Commercial Operations Date, Authorized Sublessee may terminate this Sublease, at its option, after giving not less than thirty (30) days following such Casualty Eventdays’ prior written notice to Primary Tenant, if: (a) Any governmental agency denies a request by Authorized Sublessee for or revokes a permit, license, or approval that is required for Authorized Sublessee to cause Landlord to modify this Lease to remove construct or operate the damaged Property Location Project and infrastructure on the Premises; (and reduce b) Authorized Sublessee determines that technical problems, which problems cannot reasonably be corrected, preclude it from using the Rent pursuant to the terms of Section 14.04 belowPremises for its intended purpose; (c) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord Authorized Sublessee does not have acceptable and legally enforceable means of ingress and egress to and from the Premises; (d) Utilities necessary for Authorized ▇▇▇▇▇▇▇▇▇’s use of the Premises are no longer available to the Premises; or (e) The Premises or Project are damaged or destroyed to an interest includingextent that prohibits or materially interferes with Authorized ▇▇▇▇▇▇▇▇▇’s use of the Premises. If Authorized Sublessee terminates this Sublease under this provision, but not limited toAuthorized Sublessee will be relieved of all further liability hereunder except Decommissioning, Tenant’s Personaltyas provided herein. Should Authorized Sublessee terminate in accordance with this Section 21, and ordinary payroll insurance proceedsit must Decommission the system in accordance with Section 17 above.

Right to Terminate. Anything contained in this Lease to the contrary notwithstanding, the Tenant named herein, or an Affiliate to whom the Tenant named herein shall have assigned this Lease or sublet the Premises pursuant to Section 16.7, shall have the right to terminate this Lease effective as of the seventh (7th) anniversary of the Rent Commencement Date by notice to Landlord (the “Termination Notice”), provided that (a) any Termination Notice shall have been delivered to Landlord at least fourteen (14) months prior to the seventh (7th) anniversary of the Rent Commencement Date (upon the timely delivery of a Termination Notice, the seventh (7th) anniversary of the Rent Commencement Date is hereafter referred to as the “Early Termination Date”) and (b) as a condition of the effectiveness of the termination of this Lease, Tenant shall pay to Landlord, on the Early Termination Date, a fee equal to the unamortized amount of Landlord’s Contribution and the rent concessions and brokerage commissions payable by Landlord pursuant to or in connection with this Lease, together with interest thereon at 6% from the date such costs are incurred or paid, as applicable, by Landlord, as evidenced by an invoice from Landlord. Provided that Tenant has timely delivered the Termination Notice and paid the aforesaid fee to Landlord on the Early Termination Date, upon the occurrence of the Early Termination Date, this Lease shall terminate and be of no further force or effect as if such Early Termination Date were the original Expiration Date of this Lease. Notwithstanding any other provision anything to the contrary contained in this Article 14herein, if at any time during the Term Tenant is leasing ROFO Space of 9,561 rentable square feet or more in the event thataggregate, as a result or has expanded the Premises following the Date of this Lease and such a Casualty Event, (a) Tenant shall reasonably estimate expansion space comprises 9,561 rentable square feet or more in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before aggregate, then in either such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forthcase, Tenant shall no longer have the right, exercisable by written notice given right to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify terminate this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of this Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective30, and Tenant’s obligation to pay Rent hereunder this Section 30 shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through as of the date of the Casualty Event, and (C) Tenant has paid such exercise or has caused other expansion be deemed to be paid to Landlord as its interests may appear all insurance deductibles, deleted and all insurance proceeds which shall have been paid to Tenant with respect to the destruction of no further force or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedseffect.

Right to Terminate. Notwithstanding any other provision The following is hereby added to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years Paragraph 3 of the Term or any extension of the Term, or (b) Landlord elects not Lease: Right to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Terminate. Tenant shall have a one-time right to terminate this Lease, effective as of June 30, 2015 (the right“Termination Date”), exercisable by upon written notice given to Landlord no not later than thirty June 30, 2014. If Tenant exercises such right, Tenant shall pay to Landlord, not later than the Termination Date, an amount equal to sum of the following: (30a) days following such Casualty Event, to cause Landlord to modify $425,317.00 in respect of the Premises covered by this Lease as described in Paragraph 1(g) hereof as in effect pursuant to remove Section 1 of the damaged Property Location Second Amendment. (b) If Tenant shall have made an election to take any ROFR Premises in accordance with the provisions of Paragraph 2(e) of this Lease (as added by Section 9 of the Second Amendment), the sum of the following in respect of each ROFR Premises: (i) three months of the amount of the Monthly Base Rent attributable to the ROFR Premises; (ii) the remaining unamortized amount of any brokerage commissions paid by Landlord in connection with the ROFR Premises, determined as of the Termination Date on a straight line basis, with interest at eight percent (8%) per annum, over the period beginning upon the date Tenant commenced to pay base rent in respect of the ROFR Premises and reduce ending upon the Rent Expiration Date as in effect prior to exercise of such termination right (the “ROFR Amortization”); and (iii) the remaining unamortized amount of any Tenant Concessions (as defined in Paragraph 2(e) of this Lease, as added by Section 9 of the Second Amendment) in respect of the ROFR Premises, determined in accordance with the ROFR Amortization. If Tenant exercises the termination right set forth in this paragraph, the Term of the Lease shall end as of the Termination Date, in the same manner as if the same were the Expiration Date otherwise provided pursuant to this Lease. Tenant acknowledges that it has no further right pursuant to the terms provisions of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions 8 of this Lease which may relate to such damaged Property Location. Such modification shall not be effectivethe First Amendment, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as such Section is hereby deleted in its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsentirety.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from the insurance Landlord is required to carry pursuant to PARAGRAPH 21.C, or that Landlord actually carries, are not available to pay one hundred percent (100%) of the cost of such repair, excluding any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01applicable deductibles, then, subject to the terms and conditions hereinafter set forth, for which Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationresponsible; provided, however, that if Tenant pays to Landlord, in immediately available funds, within thirty (30) days after such casualty, any shortfall in such insurance proceeds, as reasonably determined by Landlord, then Landlord shall retain those have no right to terminate the Lease pursuant to this item (i); provided further, that if insurance proceeds are not available to pay one hundred percent (100%) of the cost of such repair due solely to the fact that Landlord has failed to carry the insurance described in which PARAGRAPH 21.C, then Landlord does shall not have the right to terminate this Lease pursuant to this PARAGRAPH 23.B(I). Notwithstanding anything to the contrary set forth above, if (a) all or any part of the Premises or the Building is damaged or destroyed by a casualty event that is covered by the insurance Landlord is required to carry pursuant to PARAGRAPH 21.C, or that Landlord actually carries, (b) proceeds from such insurance are not available to pay one hundred percent (100%) of the cost of such repair, excluding any applicable deductibles, (c) Landlord terminates the Lease pursuant to its rights under this PARAGRAPH 23.B(I), (d) Landlord eventually receives proceeds from such insurance due to such casualty event, and (e) a subsequent tenant of the Premises that occupies the Premises prior to the tenth (10th) anniversary of the Commencement Date elects to utilize the Tenant Improvements, then Landlord shall pay to Tenant an interest amount equal to the present value of the lesser of (x) the cost savings enjoyed by Landlord during the originally-scheduled ten (10) year term of this Lease due to the use of the Tenant Improvement by such subsequent tenant (with the amount of such savings to be reasonably determined by Landlord), and (y) the unamortized Tenant Improvement Costs (as defined in EXHIBIT B) for the initial Tenant Improvements, as of the date such subsequent tenant opens for business in the Premises, with the Tenant Improvement Costs being amortized on a straight-line basis over a period of ten (10) years, commencing on the Commencement Date, and ending as of the date that is the mid-way point between the date this Lease is terminated and the date on which such subsequent tenant opens for business in the Premises; (ii) either the Premises or the Building cannot, with reasonable diligence, be fully repaired by Landlord within three hundred sixty (360) days after the date of the damage or destruction; or (iii) either the Premises or the Building cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination). If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Premises or Building as soon as practicable, and this Lease will continue in full force and affect. All insurance proceedsproceeds from insurance under PARAGRAPH 21, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord an amount equal to that portion of any deductibles payable in connection with any insured casualties that is allocable to the Premises, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Premises cannot, with reasonable diligence, be fully repaired within two hundred seventy (270) days from the date of damage or destruction. The determination of the estimated repair periods in this PARAGRAPH 23 shall be made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination).

Right to Terminate. Notwithstanding Landlord shall have the right to terminate this ------------------ Lease if any of the following events occurs: (i) Insurance proceeds will not be available to pay the cost of such repair, excluding any deductible for which Tenant is responsible; (ii) The Premises cannot, with reasonable diligence, be fully rep aired by Landlord within 90 days after the date of the damage or destruction; or (iii) The Premises cannot be safely repaired because of the presence of hazardous factors, including without limitation earthquake faults, radiation, chemical waste and other provision similar dangers. If Landlord elects to terminate this Lease, Landlord shall give Tenant written notice of its election to terminate and the basis for such termination within 30 days after such damage or destruction, and this Lease shall terminate 15 days after the date Tenant receives such notice. If Landlord elects not to terminate this Lease, subject to Tenants termination right set forth below. Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Premises as soon as practicable, and this Lease will continue in full force and effect. All insurance proceeds from insurance under Section 22, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, except to the contrary contained in this Article 14, in extent the event that, as a result of such a Casualty Event, (a) casualty was caused by Landlord's negligence or willful misconduct. Tenant shall reasonably estimate have the right to terminate this Lease, if the Premises cannot, with reasonable diligence, be fully repaired within 180 days from the date of damage or destruction. The determination of the estimated repair period shall be made by Landlord in the exercise of its good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before within 30 days after such Casualty Event, damage or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years destruction. Landlord shall deliver written notice of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event repair period to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms after such determination has been made and conditions hereinafter set forth, Tenant shall have the rightexercise its right to terminate this Lease, exercisable if at all, by written notice given to Landlord no later than thirty (30) delivered within 30 days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms after delivery of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsLandlord's notice.

Right to Terminate. Notwithstanding any other provision In the event that Landlord has not delivered possession of the Premises on or before the Drop Dead Date, then either Tenant or Landlord (provided Landlord has theretofore used commercially reasonable efforts to deliver possession of the Premises) may terminate this Lease by giving written notice to the contrary contained other party, the receipt of which notice must occur no later than (10) days after the Drop Dead Date in this Article 14, in the event that, as a result of such a Casualty Event, order for termination to be effective. (a) In the event Landlord elects to so terminate the Lease, the Lease shall be deemed to be terminated on the date that the termination notice is received by Tenant and the parties shall have no further rights and/or obligations to each other except that Tenant shall reasonably estimate remain liable to Landlord for such amounts as are due for Preliminary Work as set forth in the exercise Build to Suite Letter of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose Intent between Landlord and substantially with the same utility as before such Casualty EventTenant dated September 23, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or 1999. (b) Landlord In the event that Tenant elects not to provide so terminate the insurance proceeds from any Casualty Event Lease, the Lease shall be deemed to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to be terminated on the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than date thirty (30) days following after the date that the termination notice is received by Landlord, provided Landlord has not delivered possession of the Premises within such Casualty Event, to cause thirty (30) day period (the "Grace Period") and provided Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent has not voided Tenant's notice of termination pursuant to Section > below. Thereafter the terms of Section 14.04 below) and, following such removal, Tenant parties shall have no further responsibility rights and/or obligations to Landlord with respect to such damaged Property Location, each other except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds remain liable to Landlord for such amounts as are due for Preliminary Work as set forth in which the Build to Suite Letter of Intent between Landlord does not have an interest includingand Tenant dated September 23, 1999. (c) In the event that Tenant elects to so terminate the Lease, but not limited toLandlord delivers possession of the Premises within the Grace Period, then Tenant’s Personalty's notice of termination shall be deemed null and void as of the date possession of the Premises is delivered, and ordinary payroll insurance proceedsthe Lease shall continue in full force and effect except that the Commencement Date shall be deemed to be the date possession was delivered.

Right to Terminate. Notwithstanding 5.01 If at any other provision time prior to Completion the contrary Purchaser becomes aware of: (a) any fact, matter or event, which constitutes a material breach of a Warranty; and/or (b) any fact, matter or event, which constitutes a material breach of any of the Covenantors’ undertakings contained in this Article 14Agreement; and/or (c) any change in national or international financial, economic or market conditions (including any major negative change in stock market conditions) which, in the event thatreasonable opinion of the Purchaser, is likely to materially and adversely affect the financial position, the business or the prospects of the Company taken as a result whole, the Purchaser shall be entitled (in addition to and without prejudice to all other rights or remedies available to it including the right to claim damages) to proceed to Completion so far as practicable or, by notice in writing to the Seller, to elect to terminate this Agreement without any liability whatsoever to the Purchaser. 5.02 Any right of termination exercised pursuant to clause 5.1 shall automatically terminate this Agreement (other than clauses 5, 6, 6A, 12 and 14 to 24 which shall continue in full force and effect) and no party shall have any claim of any nature whatsoever against the other parties under this Agreement save in respect of any rights and liabilities of any party which have accrued prior to the Agreement terminating or in relation to the clauses of this Agreement which remain in force. 5.03 Subject to clause 5.04, any right of termination conferred upon the Purchaser by this Agreement shall be in addition to and without prejudice to all other rights and remedies available to the Purchaser and no exercise of or failure to exercise such a Casualty Eventright of termination shall constitute a waiver by the Purchaser of any such other right or remedy. 5.04 In the event that the Purchaser becomes aware of a material breach of a Warranty or a fact, (a) Tenant shall reasonably estimate in the exercise matter of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation event which constitutes a material breach of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years any of the Term or any extension of the Term, or (b) Landlord elects not Covenantors’ undertakings contained in this Agreement and nevertheless decides to provide the insurance proceeds from any Casualty Event proceed to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject Completion as it is entitled to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to clause 5.1, then the terms Purchaser shall be deemed irrevocably to have waived all and any claim of Section 14.04 below) and, following whatever nature that it may have against the Covenantors in relation to any such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity breach or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsbreaches.

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below11.1 of this ------------------ Lease, Landlord may elect not to rebuild and/or restore the Premises and/or Building and/or Real Property and instead terminate this Lease by notifying Tenant in writing (the "Landlord Termination Notice") andof such termination within sixty (60) days after the date of Landlord's discovery of damage (the "Damage Date"), such notice to include a termination date giving Tenant ninety (90) days to vacate the Premises, but Landlord may so elect only if the Premises, Building and/or Real Property shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) repairs cannot reasonably be completed within 225 days of the Damage Date (when such removalrepairs are made without the payment of overtime or other premiums); (ii) the cost of the damage exceeds $1,000,000.00 or is not covered by Landlord's insurance policies, or (iii) the holder of any mortgage on the Building or Real Property shall require (based on such holder's legal right to so require for reasons other than a default by Landlord under said mortgage) that the insurance proceeds or any portion thereof be used to retire the mortgage debt and the remaining proceeds are not sufficient to repair the damage, provided that in such instance, Landlord agrees to negotiate in good faith with said holder to have the proceeds applied to restoration. Likewise, Tenant shall have no further responsibility may elect to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of terminate this Lease which may relate by notifying Landlord in writing of such termination within sixty (60) days after the Damage Date, such notice to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through include a termination date effective as of the date of the Casualty Eventnotice, but Tenant may so elect only if the Premises, Building and/or Real Property shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and repairs cannot reasonably be completed within 225 days of the Damage Date (C) Tenant has paid when such repairs are made without the payment of overtime or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsother premiums).

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) Insurance proceeds from the applicable Property Location caninsurance Landlord is required to carry pursuant to Paragraph 21.C are not available to pay one hundred percent (100%) of the cost of such repair, excluding the deductible for which Tenant shall be used for the same purpose and substantially with the same utility as before such Casualty Event, or responsible; (ii) it will The Building cannot, with reasonable diligence, be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty eighty (120180) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or (iii) The Building cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination). If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Building as soon as practicable, and this Lease will continue in full force and affect. All insurance proceedsproceeds from insurance under Paragraph 21, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Building cannot, with reasonable diligence, be fully repaired within two hundred seventy (270) days from the date of damage or destruction. The determination of the estimated repair periods in this Paragraph 23 shall be made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination).

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) the applicable Property Location canInsurance proceeds are not be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable available to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) pay one hundred twenty percent (120100%) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension cost of such repair (excluding the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, deductible for which Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationresponsible); provided, however, that Tenant Landlord shall retain those not be permitted to terminate this Lease if the insurance proceeds in which are not available due to Landlord's failure to maintain the insurance coverage required by this Lease; (ii) The Building cannot, with reasonable diligence, be fully repaired by Landlord does within one hundred fifty (150) days after the date of the damage or destruction; or (iii) The Building cannot have an interest be safely repaired because of the presence of hazardous factors, including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice. If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Building as soon as practicable, and this Lease will continue in full force and effect. All insurance proceedsproceeds from insurance under Paragraph 21, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. If the Premises are damaged or destroyed by a casualty not covered by an "All-Risk" policy of insurance or by any other insurance which Landlord elects to maintain, and Landlord elects to terminate this Lease as permitted by Paragraph 23.B(i) above, Tenant may, at Tenant's election, pay the cost of repairing or restoring the Premises, and in such event this Lease shall not be Tenant shall have the right to terminate this Lease, if the Building cannot, with reasonable diligence, be fully repaired within one hundred fifty (150) days from the date of damage or destruction. The determination of the estimated repair period shall be made by Landlord in its good faith business judgment within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord.

Right to Terminate. Notwithstanding The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the Full Circle stockholders vote to approve the Merger, as follows: • by mutual consent of GECC and Full Circle; or • by either GECC or Full Circle: • if the Merger has not been completed by the Termination Date; provided, that if the certain conditions set forth in the Merger Agreement shall not have been satisfied or waived as of October 15, 2016, then Full Circle or GECC may extend the Termination Date for up to 90 days by providing the other party a written notice of such extension on or before the Termination Date as determined without such extension; • if any governmental entity having jurisdiction over Full Circle or GECC shall have issued an order, decree or ruling or taken any other provision action, in each case, enjoining or otherwise prohibiting consummation of the Merger, and such order, decree, ruling or other action shall have become final and non-appealable; or • if the special meeting shall have concluded without the Merger Proposal having been approved in accordance with the Maryland General Corporation Law and the bylaws of Full Circle. • by Full Circle: • upon a breach of any covenant or agreement on the part of GECC in the Merger Agreement or upon a breach of any covenant or agreement in the Subscription Agreement by any party thereto or if any representation or warranty of GECC in the Merger Agreement is untrue or if any representation or warranty of any party to the contrary contained in this Article 14Subscription Agreement is untrue, in the event thatprovided, as a result of that if such a Casualty Event, (a) Tenant shall reasonably estimate in breach is curable by GECC through the exercise of good faith business judgment that (i) reasonable best efforts and GECC continues to exercise such reasonable best efforts, Full Circle may not terminate the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days Merger Agreement; • if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant GECC's initial capitalization shall have not been consummated as and when required under the right, exercisable by written notice given Merger Agreement and the Subscription Agreement or within two business days thereafter; or • in order to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord enter into a definitive agreement with respect to a Superior Proposal. • by GECC: • upon a breach of any covenant or agreement on the part of Full Circle, or if any representation or warranty of Full Circle is untrue, provided, that if such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location breach is curable by Full Circle through the date exercise of reasonable best efforts and Full Circle continues to exercise such reasonable best efforts, GECC may not terminate the Merger Agreement; or • if the Full Circle Board shall have publicly disclosed a Change in Recommendation. Neither Full Circle nor GECC has the right to terminate the Merger Agreement if its breach of its obligations under the Merger Agreement is a proximate cause of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsbasis for termination.

Right to Terminate. Notwithstanding any other provision Subject to the contrary contained terms of this Section, Tenant shall have the right to terminate this Lease in advance of the expiration of the Primary Term of this Article 14Lease effective at anytime after the last day of the seventy-eighth (78th) month following the Rent Commencement Date. Tenant’s right to terminate this Lease pursuant to this Section may only be exercised if all of the following requirements are satisfied: (i) Tenant is not at that time in default with respect to any of the terms and provisions of this Lease and has not subsequently defaulted in any of Tenant’s obligations under this Lease past any applicable cure period through the effective date of the early termination, (ii) Tenant has not provided an Expansion Notice to Landlord for the Second Expansion Option, (iii) Tenant delivers a written notice to Landlord notifying Landlord that Tenant is terminating this Lease pursuant to this Section, which notice shall be provided at least eighteen (18) months before the proposed date of termination pursuant to this Section, and (iv) along with the foregoing described written notice to Landlord Tenant shall deliver to Landlord a termination fee in the event thatamount of the following, as a result of such a Casualty Eventapplicable, (a) if Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location canhas not be used provided an Expansion Notice to Landlord for the same purpose and substantially First Expansion Option, the termination fee shall be an amount equal to the unamortized portion of the real estate brokerage commission paid by Landlord to CresaPartners — West, Inc. (“CresaPartners”) in connection with this Lease (with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for commission being amortized on a straight line basis over the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in Primary Term and the last two (2) years calculation of the Term or any extension of the Termunamortized amount shall be performed on a per day basis), or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to if Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given has provided an Expansion Notice to Landlord no later than thirty for the First Expansion Option, the termination fee shall be the sum of the following amounts (30x) days following such Casualty Event, to cause the unamortized portion of the real estate brokerage commission paid by Landlord to modify CresaPartners in connection with this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceeds.Lease

Right to Terminate. Notwithstanding If any other provision to the contrary contained Property or portion thereof is destroyed or damaged by any casualty in this Article 14a manner that individually or in combination with any Condemnation, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) deprives or would deprive the applicable Property Location cannot be used for Owner of 25% or more of the same purpose and substantially with gross leasable area owned and/or ground leased by the same utility as before such Casualty Event, Property Owner at the Property or (ii) it will be deprives or would deprive the affected Property of access to public roads in a manner that materially and adversely affects the value of the Property taken as a whole (any such casualty, a "Substantial Casualty"), and following such occurrence the CF Entities are unwilling or unable to use such damaged restore the Property Location for to at least as good a condition (including leasable square footage) as existed on the customary operation date of Tenant’s business for more than (1) one (1) yearthis Agreement by the Principal Closing Date, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall Purchaser will have the right, exercisable by written notice given with respect to Landlord no later than thirty (30) days following such Casualty Eventthe Non-Threshold Properties only, to cause Landlord decline to modify this Lease include any Interest associated with such Property in the Principal Closing as contemplated in, and subject to remove CFCL's cure rights as set forth in, Section 6.4 below. The Purchaser hereby acknowledges and agrees that any deterioration or worsening of the damaged Property Location (and reduce condition of the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant parking lot at The Esplanade shall have no further responsibility to Landlord not constitute a damage or destruction from a casualty with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property LocationProperty. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable If any Substantial Casualty occurs with respect to the damaged any Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant this Agreement is not terminated with respect to that Property, CFCL agrees that it will allow the destruction or damage Purchaser to participate in the negotiations regarding the settlement of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those any claim for insurance proceeds payable in respect of that casualty (in the case of the Partial Properties, only to the extent the CF Entities are entitled to permit the Purchaser to so participate), and will not compromise or settle any such claim without obtaining the Purchaser's prior written consent, which Landlord does consent will not have an interest includingbe unreasonably withheld, but conditioned or delayed. In addition, the CF Entities agree that, without obtaining the Purchaser's prior written consent, which consent will not limited be unreasonably withheld, conditioned or delayed, the CF Entities will not make any repairs to, Tenant’s Personaltyor otherwise restore, any Property subject to a casualty described in the immediately preceding sentence, other than repairs required to protect the health or safety of any person or property at the Property and ordinary payroll insurance proceedsexcept as required by the terms of any Lease, REA Document, loan document or other agreement to which the relevant Property Owner is a party or which is otherwise applicable to the affected Property.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from the insurance Landlord is required to carry pursuant to PARAGRAPH 21.C, or that Landlord actually carries, are not available to pay one hundred percent (100%) of the cost of such repair, excluding any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01applicable deductibles, then, subject to the terms and conditions hereinafter set forth, for which Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationresponsible; provided, however, that if Tenant pays to Landlord, in immediately available funds, within thirty (30) days after such casualty, any shortfall in such insurance proceeds, as reasonably determined by Landlord, then Landlord shall retain those have no right to terminate the Lease pursuant to this item (i); provided further, that if insurance proceeds are not available to pay one hundred percent (100%) of the cost of such repair due solely to the fact that Landlord has failed to carry the insurance described in which PARAGRAPH 21.C, then Landlord does shall not have the right to terminate this Lease pursuant to this PARAGRAPH 23.B(i). Notwithstanding anything to the contrary set forth above, if (a) all or any part of the Premises or the Building is damaged or destroyed by a casualty event that is covered by the insurance Landlord is required to carry pursuant to PARAGRAPH 21.C, or that Landlord actually carries, (b) proceeds from such insurance are not available to pay one hundred percent (100%) of the cost of such repair, excluding any applicable deductibles, (c) Landlord terminates the Lease pursuant to its rights under this PARAGRAPH 23.B(i), (d) Landlord eventually receives proceeds from such insurance due to such casualty event, and (e) a subsequent tenant of the Premises that occupies the Premises prior to the tenth (10th) anniversary of the Commencement Date elects to utilize the Tenant Improvements, then Landlord shall pay to Tenant an interest amount equal to the present value of the lesser of (x) the cost savings enjoyed by Landlord during the originally-scheduled ten (10) year term of this Lease due to the use of the Tenant Improvement by such subsequent tenant (with the amount of such savings to be reasonably determined by Landlord), and (y) the unamortized Tenant Improvement Costs (as defined in EXHIBIT B) for the initial Tenant Improvements, as of the date such subsequent tenant opens for business in the Premises, with the Tenant Improvement Costs being amortized on a straight-line basis over a period of ten (10) years, commencing on the Commencement Date, and ending as of the date that is the mid-way point between the date this Lease is terminated and the date on which such subsequent tenant opens for business in the Premises; (ii) either the Premises or the Building cannot, with reasonable diligence, be fully repaired by Landlord within three hundred sixty (360) days after the date of the damage or destruction; or (iii) either the Premises or the Building cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination). If Landlord elects not to terminate the Lease, subject to Tenant’s Personaltytermination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Premises or Building as soon as practicable, and ordinary payroll this Lease will continue in full force and affect. All insurance proceedsproceeds from insurance under PARAGRAPH 21, excluding proceeds for Tenant’s Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord an amount equal to that portion of any deductibles payable in connection with any insured casualties that is allocable to the Premises, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Premises cannot, with reasonable diligence, be fully repaired within two hundred seventy (270) days from the date of damage or destruction. The determination of the estimated repair periods in this PARAGRAPH 23 shall be made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination).

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate ------------------ this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occurs: (i) Insurance proceeds are not available to pay one hundred percent (100%) of the applicable Property Location cannot cost of such repair, excluding the deductible for which Tenant shall be used for the same purpose and substantially with the same utility as before such Casualty Event, or responsible; (ii) it will The Premises cannot, with reasonable diligence, be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or (iii) The Premises cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to terminate this Lease, Landlord shall give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice. If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Premises or the Building as soon as practicable, and this Lease will continue in full force and effect. All insurance proceedsproceeds from insurance under Paragraph 21, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease, if the Premises cannot, with reasonable diligence and subject to Tenant delays, be fully repaired within one hundred eighty (180) days from the date of damage or destruction. The determination of the estimated repair period shall be made by Landlord in its good faith business judgment within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. If this Lease is terminated by either party as permitted herein, Landlord shall refund to Tenant any prepaid Rent allocable to the period following the date of the casualty.

Right to Terminate. Should Lessor elect to re-enter for Lessee’s default, as provided in Section 12.02, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may, at its sole discretion, either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as may be necessary in order to re-lease the Premises, and re-lease the Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term of this Lease) and at such lease rent and upon such other terms and conditions as Lessor in its sole discretion may deem advisable. Upon each such leasing, all lease rent received by Lessor from such leasing shall belong to Lessor and shall be applied to offset any remaining rent owed by Lessee to Lessor. Termination may, but need not necessarily, be made effective by the giving of written notice to Lessee of intention to end the Term of this Lease, specifying a day not earlier than five (5) days thereafter, and upon the giving of such notice, the Term of this Lease and all right, title and interest of Lessee hereunder shall expire as fully and completely on the day so specified as if that day were the date herein specifically fixed for the expiration of the Term. No re-entry or taking possession of the Premises by Lessor shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to Lessee or unless the termination thereof is decreed by a court of competent jurisdiction. Notwithstanding any other provision such leasing without termination, Lessor may at any time thereafter elect to terminate this Lease for such previous default. On termination of this Lease, Lessor may recover from Lessee all of the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, following: (a) Tenant shall reasonably estimate in the exercise worth at the time of good faith business judgment the award of any unpaid rent that (i) had been earned at the applicable Property Location cannot time of the termination, to be used for computed by allowing interest at the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation rate of Tenant’s business for more than one percent (1%) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or per month; (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to worth at the terms time of the award of the amount by which the unpaid rent that would have been earned between the time of the termination and conditions hereinafter set forth, Tenant shall the time of the award exceeds the amount of unpaid rent that Lessee proves could reasonably have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Eventbeen avoided, to cause Landlord to modify this Lease to remove be computed by allowing interest at the damaged Property Location foregoing rate; (and reduce c) the Rent pursuant to worth at the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date time of the Casualty Eventaward of the amount by which the unpaid rent for the balance of the Lease Term after the time of the award exceeds the amount of unpaid rent that Lessee proves could reasonably have been avoided, to be computed by discounting that amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%); (d) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform obligations under this Lease; and (Ce) Tenant has paid any other amounts, in addition to or has caused to in lieu of the foregoing that may be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedspermitted by applicable law.

Right to Terminate. Notwithstanding any If the Premises or the Building is destroyed or damaged by fire, earthquake, or other provision casualty during the Term to the contrary contained extent that they are untenantable in this Article 14whole or in part, in and Landlord is not obligated under Section 15.1 to restore the event thatPremises and the Building then Landlord may, as a result of such a Casualty Eventat its election, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that either (i) restore the applicable Property Location cannot be used for Premises (including only those fixtures and equipment insured under Landlord’s property insurance policy) and the Building to substantially the same purpose and substantially with the same utility condition as they were in immediately before such Casualty Eventdestruction, or (ii) it will be unable terminate this Lease effective as of the date of such destruction. As soon as reasonably practicable after the date of any destruction or injury, Landlord shall notify Tenant whether Landlord intends to use such restore the Premises or terminate this Lease. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] If the Premises or the Building is destroyed or damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) yearby fire, earthquake, or other casualty during the Term to the extent that they are untenantable in whole or in part, and Landlord is obligated to or elects to restore the Premises and the Building and such restoration is not completed within two hundred forty (2) one hundred twenty (120240) days if (as extended by any delay caused by force majeure events) after the date on which Landlord obtains all permits necessary for such Casualty Event has occurred in restoration, then either Landlord or Tenant may, at its election within sixty (60) days after the expiration of such period, terminate this Lease by written notice to the other party. If neither party makes an election under the preceding sentence, then the parties shall be deemed to have elected to continue this Lease and the parties’ right to terminate this Lease shall be void and of no further force or effect. If casualty occurs during the last two twelve (212) years of the Term or any extension months of the Term, Tenant or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable may terminate this Lease by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect party at any time prior to the damaged Property Location through the date start of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsreconstruction.

Right to Terminate. Notwithstanding any other provision A. Subject to the contrary contained provisions of the Air Rights Lease as described in this Article 14Section 14.6, in event of a fire or other casualty ("Casualty"), if (i) portions (taken in the event that, aggregate) in the Building shall be damaged to the extent of more than twenty-five percent (25%) of the cost of replacement of the Building; or (ii) the proceeds of Landlord's insurance recovered or recoverable as a result of such a Casualty Eventand retained by Landlord shall be insufficient to pay fully for the cost of replacement of the Premises or the building or buildings damaged; or (iii) the Premises or the building in which the Premises is located shall be damaged as a result of any cause which is not covered by Landlord's insurance in an uncovered amount in excess of ten percent (10%) of the replacement cost of the Building; or (iv) the Premises shall be damaged in whole or to any substantial degree during the last Lease Year or in any Partial Lease Year at the end of the Term unless Tenant has exercised its renewal option hereunder; or (v) either or both of the Premises or the building in which the Premises is Located shall be damaged to the extent of twenty-five percent (25%) or more of the cost of replacement thereof; or (vi) the Building is damaged to such extent that in the sole judgment of Landlord, it cannot be operated as an economically viable unit; then, in any such event, Landlord may terminate this Lease by notice given to Tenant within ninety (90) days after the casualty occurs. If LandLord terminates this Lease as aforesaid, then the Termination Date shall be the date set forth in the notice to Tenant, which date shall not be not Less than thirty (30) days after the date of said notice. The "cost of replacement" shall be determined by the company or companies selected by Landlord's insurers, or if there shall be no such determination, by an impartial person selected by Landlord professionally qualified to determine such "cost of replacement". In the event of a Casualty affecting the Premises, Tenant shall have the right to terminate this Lease if (a) Tenant the Premises shall reasonably estimate be damaged in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Eventwhole or in part, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in during the last two (2) years Lease Years or in any Partial Lease Year at the end of the Term or any extension of unless the TermTenant has exercised its option to renew, or (b) the cost to repair or restore the Premises exceeds twenty-five percent (25%) of the cost of replacement thereof; (c) Landlord elects not fails to provide begin any restoration work it is obligated to perform on the insurance proceeds Building or Premises within six (6) months after the date of the Casualty; or (d) Landlord begins to restore the Building or Premises, if it is required to do so, within such six (6) month period but fails to complete such work within one (1) year from any Casualty Event the date of the Casualty. Tenant's right to Tenant in accordance with a Casualty Withholding Event terminate this Lease under this Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant 11.1 (A) shall have the right, exercisable be exercised by giving Landlord written notice given to Landlord no later than of such exercise within thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventin the case of clause (a) above and within thirty (30) days after the end of the six (6) month period and one (1) year period, respectively, in the case of clauses (b) and (c) above, and the effective date of the termination shall be the date that is thirty (C30) days after the date Landlord receives the applicable notice. B. If the Casualty shall render the Premises untenantable or inaccessible, in whole or in part, and provided that the Casualty or the occurrence causing the untenantability of the Premises is not caused by or primarily attributable to Tenant has paid or has caused Tenant Related Parties, all Rent shall abat▇ ▇▇▇portionately during the period of such untenantability or inaccessibility on the basis of the ratio which the amount of floor space of the Premises rendered untenantable or inaccessible bears to the total floor space of the Premises. Such abatement of Rent shall terminate on the earlier of (i) the date any repair and restoration work is substantially completed by Landlord pursuant to its obligations, if any, under Section 11.2, or thirty (30) days after such date in the event Tenant is required to perform repair work pursuant to Section 11.3, or (ii) the date Tenant reopens for business in the portion of the Premises previously rendered untenantable. Notwithstanding anything to the contrary contained herein, in the event as a result of a Casualty only a portion of the Premises is damaged which results in Tenant being unable to operate its business within that portion of the Premises not so damaged or destroyed, the Premises shall be deemed to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect completely untenantable for purposes of this Section 11.1 (B). Except to the destruction or damage extent specifically set forth in this Section 11.1, neither the Rent nor any other obligations of such Property Location and not utilized towards the Restoration; provided, however, that Tenant under this Lease shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceeds.be

Right to Terminate. Notwithstanding any other provision to If the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, damage or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in destruction occurs during the last two (2) years of the primary Term or at any extension time during a Renewal Term, and either (i) the cost of Restoration is estimated to exceed twenty-five percent (25%) or more of the Termreplacement value of the affected Structure(s), or (bii) the time period to complete the Restoration with reasonable diligence is longer than two hundred and seventy (270) days, in each case as determined by an engineer or contractor reasonably acceptable to Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01and Tenant, then, subject provided that no default has occurred and is continuing and such casualty is covered by the insurance required to be maintained by Tenant under Paragraph 9.1.4 and Tenant is otherwise in compliance with the terms and conditions hereinafter set forthrequirements of Article 9 related to insurance, Tenant shall have the right, exercisable right to terminate this Lease only as to the Structure(s) that is the subject of the casualty by written notice given to Landlord no later than thirty (30a “Casualty Termination Notice”) within sixty (60) days following after the date of such damage or destruction. If Tenant timely delivers a Casualty EventTermination Notice, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord be terminated with respect to such damaged Property Location, except for such indemnity or other provisions Structure(s) effective as of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of such notice is given or such later date as Tenant vacates the Casualty EventPremises, Landlord shall be entitled to receive and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and retain all insurance proceeds which relating to such damage or destruction (regardless of whether such proceeds are payable by a third party insurer or Apollo under a self insurance program), other than such amount that may be necessary for Tenant to satisfy its obligations under Paragraph 11.2, and the Fixed Rent shall be adjusted to reflect any reduction in the rentable square footage. If Tenant fails to timely deliver a Casualty Termination Notice, Tenant will be deemed to have been paid elected not to exercise its option to terminate the Lease and Tenant with respect shall complete the Restoration. If Tenant elects or is deemed to have elected to complete a Restoration, the insurance proceeds will be made available to the destruction or damage Tenant for application to the cost of such Property Location and not utilized towards Restoration, which proceeds shall be deposited in an escrow with a third party for distribution in the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedssame manner as a construction loan.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of the following events occurs: 22.2.1 Insurance proceeds are not available to pay one hundred percent (100%) of the cost of such a Casualty Eventrepair; 22.2.2 The Premises cannot, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot with reasonable diligence, be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or 22.2.3 The Premises cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to terminate this Lease, Landlord shall give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice. If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Premises or the Building as soon as practicable, and this Lease will continue in full force and effect. All insurance proceedsproceeds from insurance under Paragraph 21.3 shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease, if the Premises cannot, with reasonable diligence and subject to Tenant delays, be fully repaired within one hundred eighty (180) days from the date of damage or destruction. The determination of the estimated repair period shall be made by Landlord in its good faith business judgment within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord.

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment Provided that (i) there exists no default beyond applicable periods of notice and grace under this Lease either at the applicable Property Location cannot be used for time of Tenant’s exercise of its Termination Right or on the same purpose and substantially with the same utility as before such Casualty EventEarly Termination Date, or (ii) it will be unable to use such damaged Property Location for Tenant pays all Base Monthly Rent, Additional Rent and any other charges due hereunder through the customary operation of Tenant’s business for more than Early Termination Date, (1iii) one (1) yearTenant is Molecular Templates, Inc., a Delaware corporation, or a successor by name change or an Assignee Affiliate, and (2iv) one hundred twenty (120) days if such Casualty Event Tenant has occurred raised less than $10,000,000 in the last aggregate in additional funding from whatever sources (whether via new equity or debt, including without limitation convertible or mezzanine debt, and excluding any grant funding from CPRIT) between July 1, 2016 and the Early Termination Date, and (v) Tenant has not had two consecutive quarters of profitability (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant as determined in accordance with a Casualty Withholding Event under Section 14.01generally accepted accounting principles) between July 1, then, subject to 2016 and the terms and conditions hereinafter set forthEarly Termination Date, Tenant shall have the right, exercisable by one-time option to terminate this Lease (the “Termination Right”) effective as of the end of the thirty-sixth (36th) full calendar month of the Lease Term (the “Early Termination Date”) upon not less than nine (9) months prior written notice given to Landlord no later than Landlord. In order to be effective, such notice must be accompanied by fifty percent (50%) of the “Termination Payment,” which Termination Payment is calculated and set forth on Schedule 1 attached hereto. Tenant hereby confirms its acceptance of the calculation and amount of the Termination Payment set forth on Schedule 1. The remaining fifty percent (50%) of the Termination Payment shall be due and payable by Tenant at least thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant prior to the terms Early Termination Date. If Tenant is permitted to and fails to exercise the Termination Right or fails to timely pay either installment of Section 14.04 below) andthe Termination Payment strictly in accordance with this paragraph, following such removal, then the Termination Right shall automatically lapse and Tenant shall have no further responsibility right to Landlord terminate this Lease. Upon timely exercise of the Termination Right and payment of each installment of the Termination Payment in compliance with respect to such damaged Property Locationthe terms hereof, except for such indemnity or and provided that each of the other provisions terms and conditions of this Lease which may relate to such damaged Property Location. Such modification Paragraph 17.2 are satisfied by Tenant, the Early Termination Date shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to deemed the damaged Property Location through the expiration date of the Casualty EventLease Term and Tenant shall surrender the Leased Premises on or before the Early Termination Date in accordance with the terms of this Lease. Tenant shall promptly inform Landlord in writing (i) of any additional funding (whether debt or equity) and the amount thereof upon receipt of such funds or a commitment for such funds, and (Cii) if there has been a failure of the condition set forth in clause (v) of the above paragraph. Further, Tenant shall provide the information set forth in the previous sentence hereof to Landlord from time to time within ten (10) days of Landlord’s request. For purposes of clause (iv) above, funds shall be deemed to be “raised” if Tenant has paid or has caused received a contractual commitment from a third party to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid loan such funds to Tenant or invest such funds in or with respect Tenant, subject only to such conditions as Tenant may satisfy in the destruction or damage ordinary course of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsits business.

Right to Terminate. Notwithstanding Landlord acknowledges and understands that it is Tenant's intent that this Lease comply with Rule 13 of the Financial Accounting Standards Board ("FASB 13") in order to permit Tenant, for accounting purposes, to treat this Lease as an operating lease; except as explicitly provided in this Section 2.2, Tenant's intent to comply with FASB 13 shall not affect any other provision of the rights or obligations of Landlord and Tenant as set forth in this Lease. For that purpose, Landlord hereby agrees that, notwithstanding anything to the contrary contained herein, Tenant may elect to terminate this Lease effective as of the expiration of the sixteenth (16th) Lease Year of the Term by giving Landlord written notice of its election not later than the expiration of the ninth (9th) Lease Year of the Term (the "Termination Notice"). Tenant shall not, however, have the right to terminate this Lease if Tenant shall be in default hereunder either at the time of delivery of the Termination Notice or as of the effective date of termination. If Tenant fails for any reason to deliver the Termination Notice by the expiration of the ninth (9th) Lease Year, Tenant's right to so terminate this Article 14, Lease shall not have expired or be deemed to have been waived until such time as (i) Landlord not)fies Tenant in writing that the event that, as a result date for the delivery of such a Casualty Event, the Termination Notice is past due (athe "Reminder Notice") and (ii) Tenant shall reasonably estimate in the exercise of good faith business judgment that have failed, within thirty (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (12030) days if such Casualty Event has occurred in the last two (2) years following Tenant's receipt of the Term or any extension of Reminder Notice, to have delivered to Landlord the Term, or (b) Landlord elects not Termination Notice. In the event Tenant exercises its right to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject terminate this Lease pursuant to the terms and conditions hereinafter set forthforegoing, Tenant Landlord shall have the right, exercisable by written notice given to Landlord no later Tenant, to select an effective termination date earlier than thirty the expiration of the sixteenth (3016th) Lease Year (the "Early Termination Effective Date'), provided that the Early Termination Effective Date shall not be earlier than the date one hundred twenty (120) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceeds.receives Landlord's written notice designating said Early

Right to Terminate. Notwithstanding any Landlord shall have the option to terminate this Lease if the Premises or portions of the Building required for Tenant’s use of the Premises are destroyed or damaged by fire or other provision to casualty, regardless of whether the contrary contained in casualty is insured against under this Article 14Lease, in the event that, as a result of such a Casualty Event, (a) Tenant shall if Landlord reasonably estimate in the exercise of good faith business judgment determines that (i) there are insufficient insurance proceeds made available to Landlord to pay all of the applicable Property Location cannot costs of the repair or restoration for reasons other than Landlord’s failure to carry the required insurance (provided proceeds in the amount of deductibles and co-insurance amounts shall be used for the same purpose and substantially with the same utility as before such Casualty Eventconsidered to have been made available to Landlord), or (ii) it will the repair or restoration of the Premises or such portions of the Building cannot be unable completed within two hundred seventy (270) days after the date of the casualty. If Landlord elects to use such damaged Property Location exercise the right to terminate this Lease as a result of a casualty, Landlord shall exercise the right by giving Tenant written notice of its election to terminate this Lease within forty-five (45) days after the date of the casualty, in which event this Lease shall terminate fifteen (15) days after the date of the notice. If Landlord does not exercise its right to terminate this Lease, Landlord shall promptly commence the process of obtaining all of the necessary permits and approvals for the customary operation of Tenant’s business for more than (1) one (1) year, repair or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years restoration of the Term Premises or any extension the Building as soon as practicable and thereafter prosecute the repair or restoration of the TermPremises or the Building diligently to completion and this Lease shall continue in full force and effect. Notwithstanding the foregoing, or (b) if the Premises are damaged by any peril and Landlord elects does not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01terminate this Lease, then, subject to the terms and conditions hereinafter set forth, then Tenant shall have the rightoption to terminate this Lease if the Premises cannot be, exercisable or are not in fact, fully restored by written notice given Landlord to Landlord no later than thirty their prior condition within two hundred seventy (30270) days after the damage. During any rebuilding following such Casualty Eventa casualty that displaces Tenant from the Premises, Landlord shall use reasonable efforts to cause assist Tenant in procuring temporary space at market rates in any other nearby buildings owned by Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms or affiliates of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsLandlord.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) Insurance proceeds from the applicable Property Location caninsurance Landlord is required to carry pursuant to Paragraph 21.C are not available to pay one hundred percent (100%) of the cost of such repair, excluding the deductible for which Tenant shall be used for the same purpose and substantially with the same utility as before such Casualty Event, or responsible; (ii) it will The Building cannot, with reasonable diligence, be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty eighty (120180) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or (iii) The Building cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date 49 Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination). If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Building as soon as practicable, and this Lease will continue in full force and affect. All insurance proceedsproceeds from insurance under Paragraph 21, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Building cannot, with reasonable diligence, be fully repaired within two hundred seventy (270) days from the date of damage or destruction. The determination of the estimated repair periods in this Paragraph 23 shall be made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination).

Right to Terminate. Notwithstanding Landlord shall have the right to terminate ------------------ this Lease at any other provision to time provided that all of the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following conditions are met: (i) the applicable Property Location cannot be used for purpose of such termination is because Landlord has elected to demolish the same purpose and substantially with the same utility as before such Casualty EventBuilding, or (ii) it will be unable Landlord has provided Tenant with at least six months' prior written notice of its intent to use terminate the Lease, with the effective date of such damaged Property Location termination either set forth in the notice or with a provision that Landlord shall provide Tenant with at least sixty (60) days prior written notice of the effective date of termination, and (iii) Landlord has terminated or expects to terminate all other leases for space in the Building. This Lease is executed by Landlord and Tenant as of the date set forth above. LANDLORD: PYRAMID INVESTMENT CORPORATION, a Delaware corporation By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ----------------------------------- Its: ----------------------------- By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ----------------------------------- Its: ----------------------------- TENANT: EDUCATION INDUSTRIAL SYSTEMS, INC., a California corporation ---------- By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ----------------------------------- Its: ----------------------------- EXHIBIT A (Attach floor plan indicating premises) EXHIBIT B Landlord shall, at its sole cost and expense, furnish and install the Premises with building standard tenant improvements, utilizing building standard finishes and materials. Within ten (10) days after the date of this Lease, Landlord and Tenant shall agree on a space plan and working drawings (the "Plans") for the customary operation design, layout and construction of Tenant’s business 's tenant improvements (the "Tenant Improvements"). Landlord shall pay for more than the cost of preparing the space plan and working drawings. Landlord and Tenant agree to work diligently and in good faith to complete the Plans within this ten (110) one (1) yearday period. Once the Plans have been approved in writing by both Landlord and Tenant, or (2) one hundred twenty (120) days if such Casualty Event has occurred in Landlord shall proceed to cause the last two (2) years Tenant Improvements to be built, using Landlord's general contractor. Landlord shall exercise diligent and commercially reasonable efforts to cause the build out of the Term or any extension of the Term, or (b) Landlord elects not Tenant Improvements to provide the insurance proceeds from any Casualty Event to Tenant be undertaken and completed in accordance with a Casualty Withholding Event under Section 14.01, thenprompt manner, subject to force majeure. Landlord shall provide Tenant with a tenant improvement allowance of Twenty Thousand Six Hundred Dollars ($20,600) (the terms and conditions hereinafter set forth"TI Allowance"), to be applied by Landlord against the cost of constructing the Tenant Improvements as such Tenant Improvements are being constructed. When the Tenant Improvements are completed, Landlord shall provide Tenant with a written statement of the total actual cost of constructing the Tenant Improvements. If the actual cost of constructing the Tenant Improvements exceeds $20,600, then Tenant shall have reimburse Landlord for the right, exercisable by written notice given to amount of such excess. Tenant shall reimburse Landlord no later than thirty for such excess within ten (3010) days following after receipt of a ▇▇▇▇ therefor from Landlord and such Casualty Eventexcess amount shall constitute Rent under the Lease. If the actual cost of constructing the Tenant Improvements is less than $20,600, then Tenant shall be entitled to cause Landlord to modify this a credit against Monthly Rent owing under the Lease to remove the damaged Property Location (and reduce the Rent pursuant in an amount equal to the terms difference between $20,600 and the actual cost of Section 14.04 below) and, following such removal, constructing the Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the RestorationImprovements; provided, however, that in no event shall the credit exceed Eight Thousand Four Hundred Eleven and 66/100 Dollars ($8,411.66). Tenant may avail itself of this credit by providing written notice to Landlord of its desire to use the credit, whereupon Landlord shall apply the credit against the Monthly Rent next owing until the credit is fully applied. The credit must be applied by Tenant against the Monthly Rent owing during the first six months of the Lease term. If Tenant fails to provide written notice to Landlord of its desire to apply the credit during this six month period, then the credit shall be forfeited. If Tenant provides written notice to Landlord of its desire to apply the credit at a date such that the entire credit will not be fully applied against Monthly Rent owing during the first six months of the Lease term, then any credit that is not applied by the end of this six month period shall be forfeited. EXHIBIT C BUILDING RULES AND REGULATIONS 1. Sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by tenants or used by them for any purpose other than for ingress to and egress from their respective premises. The halls, passages, exits, entrances, elevators, escalators and stairways are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of such tenant's business unless such persons are engaged in illegal activities. 2. No sign, placard, picture, name, advertisement or notice, visible from the exterior of leased premises shall be inscribed, painted, affixed or otherwise displayed by any tenant either on its premises or any part of the Building without the prior written consent of Landlord, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement, or notice without notice to and at the expense of the tenant. If Landlord shall have given such consent to any tenant at any time, whether before or after the execution of the Lease, such consent shall in no way operate as a waiver or release of any of the provisions hereof or of such Lease, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, picture, name, advertisement or notice. No signs will be permitted on any entry door unless the door is glass. All glass door signs must be approved by Landlord. Signs or lettering shall be printed, painted, affixed or inscribed at the expense of the tenant by a person approved by Landlord. 3. The bulletin board or directory of the Building will be provided exclusively for the display of the name and location of tenants only and Landlord reserves the right to exclude any other names therefrom. 4. No curtains, draperies, blinds, shutters, shades, screens or other coverings, hangings or decorations shall be attached to, hung or placed in, or Used in connection with, any window on any premises without the prior written consent of Landlord. In any event, with the prior written consent of Landlord, all such items shall be installed inside of Landlord's standard draperies and shall in no way be visible from the exterior of the Building. No articles shall be placed or kept on the window ▇▇▇▇▇ so as to be visible from the exterior of the Building. 5. Landlord reserves the right to exclude from the Building between the hours of 6 P.M. and 7 A.M. and at all hours on Saturdays, Sundays and holidays all persons who do not present a pass to the Building signed by Landlord. Landlord will furnish passes to persons for whom any tenant requests the same in writing. Each tenant shall be responsible for all persons for whom it requests passes and shall be liable to Landlord for all acts of such persons. Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. During any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord's opinion, Landlord reserves the right to prevent access to the Building by closing the doors, or otherwise, for the safety of tenants and protection of the Building and property in the Building. 6. No tenant shall employ any person or persons other than the janitor of Landlord for the purpose of cleaning the premises unless otherwise agreed to by Landlord in writing. Except with the written consent of Landlord, no person or persons other than those approved by Landlord shall be permitted to enter the Building for the purpose of cleaning the same. No tenant shall cause any unnecessary labor by reason of such tenant's carelessness or indifference in the preservation of good order and cleanliness. Landlord shall in no way be responsible to any tenant for any loss of property on the premises, however occurring, or for any damage done to the property of any tenant by the janitor or any other employee or any other person. Janitorial service shall include ordinary dusting and cleaning by the janitor assigned to such work and shall not include beating or cleaning of carpets or rugs or moving of furniture or other special services. Janitorial service will not be furnished on nights when rooms are occupied after 9:30 p.m. Window cleaning shall be done only by Landlord, and at such intervals and such hours as Landlord shall deem appropriate. 7. No tenant shall obtain for use upon its premises ice, drinking water, food, beverage, towel or other similar services, or accept barbering or bootblacking services in its premises, except from persons authorized by Landlord, and at hours and under regulations fixed by Landlord. 8. Each tenant shall see that the doors of its premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shutoff before the tenant or its employees leave such premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste or damage, and for any default or carelessness the Tenant shall retain those insurance proceeds make good all injuries sustained by other tenants or occupants of the Building or Landlord. On multiple-tenancy floors all tenants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress. 9. No tenant shall alter any lock or install a new or additional lock or any bolt on any door of its premises without the prior written consent of Landlord. If Landlord shall give its consent, the tenant shall in each case furnish Landlord with a key for any such lock. 10. Each tenant, upon the termination of the tenancy, shall deliver to Landlord all the keys of or to the Building, offices, rooms and toilet rooms which shall have been furnished to the Tenant or which the Tenant shall have had made. In the event of the loss of any keys so furnished by Landlord, Tenant shall pay Landlord does therefor. 11. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not have an interest including, but not limited to, Tenant’s Personaltybe used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein, and ordinary payroll insurance proceedsthe expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose employees or invitees, shall have caused it. 12. No tenant shall use or keep in its premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material or use any method of heating or air conditioning other than that supplied by Landlord. 13. No tenant shall use, keep or permit to be used or kept in its premises any foul or noxious gas or substance or permit or suffer such premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about any premises or the Building. 14. No cooking shall be done or permitted by any tenant on its premises, except that the preparation of coffee, tea, hot chocolate and similar items for tenants and their employees shall be permitted, nor shall such premises be used for lodging. 15. Except with the prior written consent of Landlord, no tenant shall sell, or permit the sale, at retail of newspapers, magazines, periodicals, theater tickets or any other goods or merchandise in or on any premises, nor shall any tenant carry on, or permit or allow any employee or other person to carry on, the business of stenography, typewriting or any similar business in or from any premises for the service or accommodation of occupants of any other portion of the Building, nor shall the premises of any tenant be used for the storage of merchandise or for manufacturing of any kind, or the business of a public ▇▇▇▇▇▇ shop, beauty parlor, or any business or activity other than that specifically provided for in such tenant's lease. 16. Landlord will direct electricians as to where and how telephone, telegraph and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed without the prior written consent of Landlord. The location of telephones, call boxes and other office equipment affixed to all premises shall be subject to the written approval of Landlord. All electrical appliances must be grounded and must meet UL Label Standards. 17. No tenant shall install any radio or television antenna, loudspeaker or any other device on the exterior walls of the Building. 18. No tenant shall lay linoleum, tile, carpet or any other floor covering so that the same shall be affixed to the floor of its premises in any manner except as approved in writing by Landlord. The expense of repairing any damage resulting from a violation of this rule or the removal of any floor covering shall be borne by the tenant by whom, or by whose contractors, employees or invitees, the damage shall have been caused.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from the insurance Landlord is required to carry pursuant to PARAGRAPH 21.C, or that Landlord actually carries, are not available to pay one hundred percent (100%) of the cost of such repair, excluding any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01applicable deductibles, then, subject to the terms and conditions hereinafter set forth, for which Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationresponsible; provided, however, that if Tenant pays to Landlord, in immediately available funds, within thirty (30) days after such casualty, any shortfall in such insurance proceeds, as reasonably determined by Landlord, then Landlord shall retain those have no right to terminate the Lease pursuant to this item (i); provided further, that if insurance proceeds are not available to pay one hundred percent (100%) of the cost of such repair due solely to the fact that Landlord has failed to carry the insurance described in which PARAGRAPH 21.C, then Landlord does shall not have the right to terminate this Lease pursuant to this PARAGRAPH 23.B(i). Notwithstanding anything to the contrary set forth above, if (a) all or any part of the Premises or the Building is damaged or destroyed by a casualty event that is covered by the insurance Landlord is required to carry pursuant to PARAGRAPH 21.C, or that Landlord actually carries, (b) proceeds from such insurance are not available to pay one hundred percent (100%) of the cost of such repair, excluding any applicable deductibles, (c) Landlord terminates the Lease pursuant to its rights under this PARAGRAPH 23.B(i), (d) Landlord eventually receives proceeds from such insurance due to such casualty event, and (e) a subsequent tenant of the Premises that occupies the Premises prior to the tenth (10th) anniversary of the Commencement Date elects to utilize the Tenant Improvements, then Landlord shall pay to Tenant an interest amount equal to the present value of the lesser of (x) the cost savings enjoyed by Landlord during the originally-scheduled ten (10) year term of this Lease due to the use of the Tenant Improvement by such subsequent tenant (with the amount of such savings to be reasonably determined by Landlord), and (y) the unamortized Tenant Improvement Costs (as defined in EXHIBIT B) for the initial Tenant Improvements, as of the date such subsequent tenant opens for business in the Premises, with the Tenant Improvement Costs being amortized on a straight-line basis over a period of ten (10) years, commencing on the Commencement Date and ending as of the date that is the mid-way point between the date this Lease is terminated and the date on which such subsequent tenant opens for business in the Premises; (ii) either the Premises or the Building cannot, with reasonable diligence, be fully repaired by Landlord within three hundred sixty (360) days after the date of the damage or destruction; or (iii) either the Premises or the Building cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to terminate this Lease, Landlord may tie Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination). If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Premises or Building as soon as practicable, and this Lease will continue in full force and affect. All insurance proceedsproceeds from insurance under PARAGRAPH 21, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord an amount equal to that portion of any deductibles payable in connection with any insured casualties that is allocable to the Premises, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Premises cannot, with reasonable diligence, be fully repaired within two hundred seventy (270) days from the date of damage or destruction. The determination of the estimated repair periods in this PARAGRAPH 23 shall be made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination).

Right to Terminate. Notwithstanding any Current Monthly Share of Common Operating Expenses: $_________ Schedule 4.2(a) SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS: THAT EML ASSOCIATES, a New York general partnership (hereinafter referred to as "Grantor"), for and in consideration of the sum of Twenty-Nine Million Three Hundred Thousand Dollars ($29,300,000.00) and other provision good and valuable consideration to it in hand paid by ____________, a ____________ (hereinafter referred to as "Grantee"), whose mailing address is____________, the receipt and sufficiency of which consideration are hereby acknowledged, and upon and subject to the contrary contained in this Article 14exceptions, in the event thatliens, as a result of such a Casualty Eventencumbrances, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose terms and substantially with the same utility as before such Casualty Eventprovisions hereinafter set forth and described, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) yearhas GRANTED, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years BARGAINED, SOLD and CONVEYED, and by these presents does hereby GRANT, BARGAIN, SELL and CONVEY, unto Grantee all of the Term real property situated in Mont▇▇▇▇▇▇ ▇▇▇nty, Pennsylvania, described on Exhibit A attached hereto and made a part hereof for all purposes, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments and appurtenances thereon or in any extension wise appertaining thereto, and together with all improvements located thereon and any right, title and interest of Grantor in and to adjacent streets, alleys and rights-of-way (said land, rights, benefits, privileges, easements, tenements, hereditaments, appurtenances, improvements and interests being hereinafter referred to as the Term"Property"). This conveyance is made subject to the agreements, or easements and restrictions of public record (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then"Permitted Exceptions"). TO HAVE AND TO HOLD the Property, subject to the terms Permitted Exceptions, as aforesaid, unto Grantee, its successors and conditions hereinafter set forthassigns, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Eventforever; and Grantor does hereby bind itself and its successors, to cause Landlord WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to modify this Lease to remove claim the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) andsame, following such removalor any part thereof, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Locationby, except for such indemnity through or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest includingunder Grantor, but not limited tootherwise. By acceptance of this Special Warranty Deed, Tenant’s Personalty, Grantee assumes payment of all real property taxes on the Property for the year 1999 not due and ordinary payroll insurance proceedspayable as of the date hereof and subsequent years.

Right to Terminate. Notwithstanding any 7.2.1 Either Party may terminate this Agreement upon the other provision to the contrary contained Party’s breach of a representation, warranty, term, covenant or undertaking in this Article 14Agreement if, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than within thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant delivery of a written notice to the terms defaulting Party setting forth in reasonable detail the basis of Section 14.04 belowsuch default and the remedial action required to be taken to rectify such default, the defaulting Party has not rectified such default to the reasonable satisfaction of the non-defaulting Party. 7.2.2 A Party hereto may, at its option, terminate this Agreement should the other Party: a) andAdmit in writing its inability to pay its debts generally as they become due. b) Make a general assignment for the benefit of creditors. c) Institute proceedings to be adjudicated a voluntary bankrupt, following or consent to the filing of a petition of bankruptcy against it. d) Be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent. e) Seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such removalreorganization; or f) Have a decree entered against it by a court of competent jurisdiction appointing a receiver, Tenant liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such Party’s property or providing for the liquidation of such Party’s property or business affairs. 7.2.3 Duke may terminate this Agreement for its convenience, upon written notice to Ambient, provided, however, that in the event of such a termination, Duke shall have no further responsibility be required to Landlord with respect remit to such damaged Property LocationAmbient all amounts owing thereto on account of equipment purchased by Ambient for the Deployments, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effectiveservices rendered by Ambient, and Tenant’s obligation to pay Rent hereunder shall continue, until any and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect that may be owing to the damaged Property Location through Ambient as of the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationtermination; provided, however, that Tenant Duke shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsbe entitled to a credit for the net amount realized by Ambient from the resale or other disposition of such equipment within one hundred eighty (180) days from notice of termination. Ambient shall use commercially reasonable efforts to maximize such credits.

Right to Terminate. Notwithstanding In the event that any other provision Governmental Authority commences any condemnation action or any taking by power of eminent domain (such action, a "Condemnation") against any Property, CFCL agrees to notify the Purchaser in writing of such action or threatened action promptly upon any CFCL Entity obtaining knowledge thereof. If any Property or portion thereof is taken in a Condemnation or a transfer in lieu thereof and the action individually or in combination with any destruction or damage by any casualty to such Property deprives the Property Owner of 25% or more of the gross leasable area owned and/or ground leased by the Property Owner at the Property or deprives the affected Property of access to public roads in a manner that materially and adversely affects the value of the Property taken as a whole (any such Condemnation, a "Substantial Condemnation"), and following such occurrence the CF Entities are unwilling or unable to restore the Property to at least as good a condition (including leasable square footage) as existed on the date of this Agreement by the Principal Closing Date, the Purchaser will have the right, with respect to the contrary contained in this Article 14Non-Threshold Properties only, to decline to include such Property or the Interests associated with such Property in the event thatPrincipal Closing as contemplated in, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to CFCL's cure rights as set forth in, Section 6.4 below. If any Condemnation does not constitute a Substantial Condemnation, then this Agreement will remain in full force and effect and the Purchaser will acquire the Property or, if applicable, the Interests, on the terms and conditions hereinafter set forthforth in this Agreement. If any Condemnation occurs with respect to any Property and this Agreement is not terminated, Tenant shall have CFCL agrees that it will allow the rightPurchaser to participate in the negotiations regarding the settlement of any claim for proceeds resulting from that Condemnation (in the case of the Partial Properties, exercisable only to the extent the CF Entities are entitled to permit the Purchaser to so participate) and will not settle any such claim without obtaining the Purchaser's prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. In addition, the CF Entities agree that, without obtaining the Purchaser's prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, they will not make any repairs to, or otherwise restore, any Property subject to a Condemnation, other than repairs required to protect the health or safety of any person or property at the Property and except as required by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) andany Lease, following such removalREA Document, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity loan document or other provisions of this Lease agreement to which may relate to such damaged the relevant Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect Owner is a party or which is otherwise applicable to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsaffected Property.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) Insurance proceeds are not available to pay one hundred percent (100%) of the applicable Property Location cannot cost of such repair, excluding the deductible for which Tenant shall be used for the same purpose and substantially with the same utility as before such Casualty Event, or responsible; (ii) it will The Building(s) cannot, with reasonable diligence, be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty eighty (120180) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or (iii) The Building(s) cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination). If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the affected Building(s) as soon as practicable, and this Lease will continue in full force and effect. All insurance proceedsproceeds from insurance under paragraph 21, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease with respect to the Building(s) that is/are damaged, if the affected Building(s) cannot, with reasonable diligence, be fully repaired within one hundred eighty (180) days from the date of damage or destruction. The determination of the estimated repair periods in this paragraph 23 shall be made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination).

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Eventfire or other casualty, (a1) Tenant shall reasonably estimate in the exercise of good faith business judgment that (ia) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Eventfire or other casualty, or (iib) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1i) one (1) year, or (2ii) one hundred twenty (120) days if such Casualty Event fire or casualty has occurred in the last two (2) years of the Term or any extension of the Term, or (b2) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Eventfire or other casualty, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (AI) Tenant has complied with all obligations pursuant to Article 6 hereof, (BII) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty EventLocation, and (CIII) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceeds.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) Insurance proceeds from the applicable Property Location caninsurance Landlord is required to carry pursuant to Paragraph 21.C are not available to pay one hundred percent (100%) of the cost of such repair, excluding the deductible for which Tenant shall be used for the same purpose and substantially with the same utility as before such Casualty Event, or responsible; (ii) it will The Building cannot, with reasonable diligence, be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty eighty (120180) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or (iii) The Building cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, earthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination). If Landlord elects not to terminate the Lease, subject to Tenant’s Personaltytermination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Building as soon as practicable, and ordinary payroll this Lease will continue in full force and affect. All insurance proceedsproceeds from insurance under Paragraph 21, excluding proceeds for Tenant’s Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Building cannot, with reasonable diligence, be fully repaired within two hundred seventy (270) days from the date of damage or destruction. The determination of the estimated repair periods in this Paragraph 23 shall be made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) business days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination).

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, The parties hereto agree that (a) Tenant shall reasonably estimate if the estimated repair period with respect to the Premises as set forth in the exercise Damage Statement extends beyond the date that is twelve (12) months following the date of good faith business judgment that such fire or casualty (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility "Casualty Termination Date"), Tenant, as before such Casualty Eventits sole remedy, or (ii) it will be unable Landlord may elect to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject terminate this Lease by delivering Notice thereof to the terms and conditions hereinafter set forthother party. Such Notice by Landlord or Tenant, Tenant shall have as the rightcase may be, exercisable by written notice given to Landlord no must be delivered not later than thirty (30) days following such Casualty EventTenant's receipt of the Damage Statement, time being of the essence. Notwithstanding the foregoing, Tenant may not elect to cause Landlord to modify terminate this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the foregoing terms if (i) the Damage Statement also provides that such repair work by Landlord may be completed within the required period herein in accordance with a working schedule requiring the performance of all or a portion of such repair work on an overtime basis and (ii) Landlord agrees in writing to perform such repair work in accordance with such working schedule. If either Landlord or Tenant exercises any such right to terminate this Lease, the Lease shall expire upon the tenth (10th) day after such Notice is given, and Tenant shall promptly thereafter vacate the Premises and surrender the same to Landlord. Tenant hereby expressly waives the provisions of Section 14.04 below227 of the Real Property Law and agrees that the foregoing provisions of this Article 17 shall govern and control in lieu thereof, this Article 17 being an "express agreement to the contrary." If neither Landlord or Tenant has terminated this Lease as set forth above, but the Premises are not repaired by the Casualty Termination Date, then either Landlord or Tenant may, within forty-five (45) anddays following the Casualty Termination Date, following cancel and terminate this Lease, as of the date set forth in the Notice (the "Termination Date"), provided that (i) such removalNotice may not be given by Tenant until the Casualty Termination Date and (ii) the Termination Date shall be no less than forty-five (45) days after the giving such Notice by Tenant. If Tenant exercises its right to terminate this Lease pursuant to this Section 17.02B, Tenant this Lease shall terminate as of the date set forth in Tenant's notice as if such date were the stated Expiration Date of this Lease and Landlord shall have no further responsibility duty to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to repair and/or restore the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsPremises.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) Insurance proceeds are not available to pay one hundred percent (100%) of the applicable Property Location cancost of such repair, excluding the deductible for which Tenant shall be responsible (as more specifically provided below), unless Tenant elects to pay the cost of any repair that is not be used for the same purpose and substantially with the same utility as before such Casualty Event, or covered by insurance proceeds; (ii) it will The Building cannot, with reasonable diligence, be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty eighty (120180) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or (iii) The Building cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice. If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Building as soon as practicable, and this Lease will continue in full force and effect. All insurance proceedsproceeds from insurance under Paragraph 20, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease, if the Building cannot, with reasonable diligence, be fully repaired within one hundred eighty (180) days from the date of damage or destruction. The determination of the estimated repair period shall be made by Landlord in its good faith business judgment within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord.

Right to Terminate. Notwithstanding any If the Premises or the Building is destroyed or damaged by fire, earthquake, or other provision casualty during the Term to the contrary contained extent that they are untenantable in this Article 14whole or in part, in and Landlord is not obligated under Section 15.1 to restore the event thatPremises and the Building then Landlord may, as a result of such a Casualty Eventat its election, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that either (i) restore the applicable Property Location cannot be used for Premises (including only those fixtures and equipment insured under Landlord's property insurance policy) and the Building to substantially the same purpose and substantially with the same utility condition as they were in immediately before such Casualty Eventdestruction, or (ii) it will be unable terminate this Lease effective as of the date of such destruction. As soon as reasonably practicable after the date of any destruction or injury, Landlord shall notify Tenant whether Landlord intends to use such restore the Premises or terminate this Lease. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] If the Premises or the Building is destroyed or damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) yearby fire, earthquake, or other casualty during the Term to the extent that they are untenantable in whole or in part, and Landlord is obligated to or elects to restore the Premises and the Building and such restoration is not completed within two hundred forty (2) one hundred twenty (120240) days if (as extended by any delay caused by force majeure events) after the date on which Landlord obtains all permits necessary for such Casualty Event has occurred in restoration, then either Landlord or Tenant may, at its election within sixty (60) days after the expiration of such period, terminate this Lease by written notice to the other party. If neither party makes an election under the preceding sentence, then the parties shall be deemed to have elected to continue this Lease and the parties' right to terminate this Lease shall be void and of no further force or effect. If casualty occurs during the last two twelve (212) years of the Term or any extension months of the Term, Tenant or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable may terminate this Lease by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect party at any time prior to the damaged Property Location through the date start of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsreconstruction.

Right to Terminate. Notwithstanding In the event the Leased Premises or the Building Complex are damaged by fire or other insured casualty, and the insurance proceeds have been made available therefor by the holder or holders of any other provision mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the contrary contained in this Article 14extent of such insurance proceeds available therefor, provided such repairs can, in the event thatLandlord’s sole opinion, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) completed within one hundred twenty (120) calendar days if after the occurrence of such Casualty Event has occurred damage, without the payment of overtime or other premiums. Until such repairs are completed, the Rent shall be abated in proportion to the part of the Leased Premises which is unusable by Tenant in the last two conduct of its business; provided, however, if the damage is due to the fault or neglect of Tenant or its employees, agents, or invitees, there shall be no abatement of Rent. If repairs cannot, in ▇▇▇▇▇▇▇▇’s sole opinion, be made within said one hundred twenty (2120) years calendar day period, Landlord shall notify Tenant within twenty-five (25) calendar days of the Term date of occurrence of such damage as to whether or any extension of the Term, or (b) not Landlord shall have elected to make such repairs. If Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01make such repairs which cannot be completed within one hundred twenty (120) calendar days, thenthen either party may, subject by written notice to the terms and conditions hereinafter set forthother, cancel this Lease as of the date of the occurrence of such damage. Provided, however, Tenant shall in such case not have the rightright to terminate the Lease if the damage is due to the fault or neglect of Tenant or its employees, exercisable agents or invitees. In the event that the Leased Premises or Building Complex is damaged such that more than thirty-three percent (33%) of the same is rendered untenantable, or if insurance proceeds are insufficient or unavailable to repair the damage, Landlord may, at its sole option, terminate this Lease by written notice to Tenant given not more than thirty (30) days after the occurrence of the damage. Except as provided in this Section 15, there shall be no abatement of Rent and no liability of Landlord by reason of any inju ry, inconvenience, temporary limitation of access or interference to or with Tenant’s business or property arising from the making of any necessary repairs, or any alterations or improvements in or to any portion of the Building Complex or the Leased Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by such damage. Tenant understands that Landlord no will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provisions of this Lease, and that Landlord shall not be required to repair any injury or damage caused by fire or other cause, or to make any repairs or replacements to or of improvements installed in the Leased Premises by or for Tenant at Tenant’s cost. Unless Landlord has notified Tenant that the Lease shall be terminated, Tenant shall be required to restore all leasehold improvements, fixtures or personal property to their condition prior to the date of such damage, not later than thirty (30) days following such Casualty Eventdays, to cause or as soon thereafter as is reasonably possible, after the date by which Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant has repaired damage to the terms of Section 14.04 below) andLeased Premises, following such removal, whether or not insurance proceeds are available to Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedspurpose.

Right to Terminate. Notwithstanding any other provision Unless an Event of Loss shall have occurred or an Event of Default shall exist at the time of giving the notice referred to below or at the contrary contained in this Article 14date fixed for termination, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant Lessee shall have the right at any time during the Basic Term to terminate this Lease on the Rent Date specified in such notice, but only if Lessee shall have determined (and shall have delivered to each Lessor Party an Officer's Certificate to the effect) that the Facility Assets have become obsolete, surplus or uneconomic to Lessee's purposes for any reason, including government mandated Alterations. In order to exercise such right, exercisable Lessee shall notify each Lessor Party thereof in writing not more than 12 months nor less than 6 months prior to the date fixed for termination, which notice shall be irrevocable. From and after the giving of such notice, Lessee shall, as agent for Lessor, use all reasonable efforts to sell the Facility Assets for the best cash price obtainable. On the date fixed for termination, Lessor shall (subject to receipt of the sales price and all additional payments specified in the next sentence and subject to its rights set forth in Section 4.03(b)), Transfer the Facility for cash to the purchaser (who may not be Lessee or any Affiliate thereof) who has offered the highest cash price. The total sales price realized at such sale shall be retained by written notice given Lessor and on the date fixed for termination Lessee shall pay to Landlord Lessor the excess, if any, of the Stipulated Loss Value as of the date fixed for termination over the sales price of the Facility after deducting all expenses incurred by Lessor Parties in connection with such Transfer, and Lessee shall simultaneously pay all Rent due and all Rent accrued through and including the date fixed for termination, whereupon the Term shall end. If a Transfer shall not have occurred on or as of the date fixed for termination, the Facility shall continue to be subject to this Lease and this Lease shall continue in full force and effect with respect thereto, Lessee shall be required to make a Supplemental Rent payment in the amount specified in Section 4.04 of the Indenture and, unless such nonoccurrence results from default by the purchaser, Lessee shall thereafter have no later than thirty (30) days following such Casualty Eventright of termina- tion under this Section 4.03. No Lessor Party shall be under any duty to solicit bids or sales, to cause Landlord inquire into the efforts of Lessee to modify this Lease obtain bids or otherwise to remove take any action in connection with any such sale other than the damaged Property Location (and reduce obligation of Lessor to Transfer the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord Facility as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsprovided above.

Right to Terminate. Notwithstanding any other provision to Provided no Event of Default exists as of the contrary contained in this Article 14date of Tenant’s delivery of the “Termination Notice” (as defined below) and as of the “Termination Date” (as defined below), in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in have the exercise one time right to terminate this Lease effective as of good faith business judgment the last day of the eighty-fourth (84th) Lease Month (the “Termination Date”), provided that (i) Landlord receives written notice from Tenant at least nine (9) months before the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable Termination Date stating that Tenant elects to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject terminate this Lease pursuant to the terms and conditions hereinafter set forthof this Section 27 (the “Termination Notice”), and (ii) concurrently with the delivery of the Termination Notice, Landlord receives from Tenant the “Termination Fee” (as defined below). The “Termination Fee” shall have be an amount equal to (a) six (6) months of Basic Rent (calculated at the rightrate payable as of the Termination Date), exercisable plus (b) the unamortized portion as of the Termination Date of (1) the Construction Allowance (as that term is defined in Exhibit D), (2) leasing commissions paid by written notice given to Landlord no later than thirty in connection with this Lease, and (303) abated Basic Rent, each as amortized on a straight-line basis over the initial Term of this Lease with interest thereon at the rate of eight percent (8%) per annum. Within ten (10) business days following Tenant’s request, Landlord shall provide to Tenant the amount of the Construction Allowance and leasing commissions paid by Landlord in connection with this Lease. The Termination Fee shall be consideration for and a condition precedent to such Casualty Event, to cause Landlord to modify early termination. Provided that Tenant terminates this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of this Section 14.04 below) and27, following such removal, then this Lease shall automatically terminate and be of no further force or effect and Landlord and Tenant shall have no further responsibility to Landlord with respect to such damaged Property Locationbe relieved of their respective obligations under this Lease as of the Termination Date, except for such indemnity or other provisions of those obligations set forth in this Lease which may relate specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease, up to such damaged Property Locationand including the Termination Date. Such modification If Tenant fails to comply with the requirements of this Section 27, including the failure to pay the Termination Fee, which failure shall include but not be effective, and limited to Tenant’s obligation check being returned by the bank for any reason whatsoever, such failure shall, at Landlord’s option, serve to pay Rent hereunder nullify the terms and conditions of this provision, in which case this Lease shall continue, until continue in full force and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to effect for the damaged Property Location through the date remainder of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsTerm.

Right to Terminate. Notwithstanding any other provision Tenant shall have a one-time option to terminate this Lease on May 31, 2017 (the “Termination Date”), subject to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, following: (a) To exercise the option, Tenant shall reasonably estimate in deliver to Landlord (the “Termination Notice”) that Tenant desires to terminate the Lease on the Termination Date. The Termination Notice shall be delivered not later than November 30, 2016, TIME BEING OF THE ESSENCE. (b) Concurrently with Tenant’s delivery of a Termination Notice, Tenant shall pay to Landlord an amount equal to Ninety-Eight Thousand Seven Hundred Forty-One and 84/l00th Dollars ($98,741.84) (“Termination Notice Payment”). The Termination Notice Payment shall be paid by wire transfer or by cashier’s check payable to Landlord’s account or order, as the case may be. (c) It shall be a condition precedent to Tenant’s right to exercise its termination option and to the termination of good faith business judgment this Lease by Tenant pursuant to such option that (i) the applicable Property Location canTenant shall not be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation in default under any of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have of the right, exercisable by written notice given Lease both on the date the Termination Notice is delivered to Landlord no later than thirty and on the Termination Date, and (30ii) days following such Casualty Event, Tenant pay to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to Termination Notice Payment in strict accord with the terms of this Section 14.04 below) and31; it being agreed that, following in case of such removala default outstanding as of either of such dates or if said payment is not received by Landlord in strict accord with the terms hereof, Tenant’s option to terminate, Tenant’s Termination Notice and any termination by Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate otherwise to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations effected pursuant to Article 6 hereof, (B) Tenant has paid this Section 31 shall be void ab initio and of no force and effect and the Lease shall continue in full force and effect pursuant to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationterms; provided, however, that Tenant shall retain those insurance proceeds in case of such a default outstanding as of either of such dates, Landlord may, by written notice to Tenant, elect to waive the subject condition precedent concerning such default, in which Landlord does not have an interest including, but not limited to, case the Tenant’s Personalty, option to terminate. Tenant’s Termination Notice and ordinary payroll insurance proceedsthe termination by Tenant of this Lease pursuant thereto shall not be void and shall be effective in accordance with the other terms of this Section 31.

Right to Terminate. Notwithstanding In the event the Leased Premises or the Building are damaged by fire or other insured casualty, and the insurance proceeds have been made available therefor by the holder or holders of any other provision mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to substantially the condition as existed prior to the contrary contained in this Article 14casualty, to the extent of such insurance proceeds available therefor, provided such repairs can, in the event thatLandlord's sole opinion, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) completed within one hundred twenty (120) eighty (180) calendar days if after the occurrence of such Casualty Event has occurred damage, without the payment of overtime or other premiums. Until such repairs are completed, the Rent shall be abated in proportion to the part of the Leased Premises which is unusable by Tenant in the last two conduct of its business; provided, however, if the damage is due to the fault or neglect of Tenant or its employees, agents, or invitees, there shall be no abatement of Rent. If repairs cannot, in Landlord's sole opinion, be made within said one hundred twenty (2120) years eighty (180) calendar day period, Landlord shall notify Tenant within twenty-five (25) calendar days of the Term date of occurrence of such damage as to whether or any extension of the Term, or (b) not Landlord shall have elected to make such repairs. If Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01make such repairs which cannot be completed within one hundred twenty (120) eighty (180) calendar days, thenthen either party may, subject by written notice to the terms and conditions hereinafter set forthother, cancel this Lease as of the date of the occurrence of such damage. Provided, however, Tenant shall in such case not have the rightright to terminate the Lease if the damage is due to the fault or neglect of Tenant or its employees, exercisable agents or invitees. In the event that the Leased Premises or Building is damaged such that more than thirty-three percent (33%) of the same is rendered untenantable, or if insurance proceeds are insufficient or unavailable to repair the damage, Landlord may, at its sole option, terminate this Lease by written notice to Tenant given to Landlord no later not more than thirty (30) days following after the occurrence of the damage. Except as provided in this Section 18, there shall be no abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or interference to or with Tenant's business or property arising from the making of any necessary repairs, or any alterations or improvements in or to any portion of the Building or the Leased Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by such Casualty Event, to cause damage. Tenant understands that Landlord to modify this Lease to remove will not carry insurance of any kind on Tenant's furniture and furnishings or on any fixtures or equipment removable by Tenant under the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification Lease, and that Landlord shall not be effectiverequired to repair any injury or damage caused by fire or other cause, or to make any repairs or replacements to or of improvements installed in the Leased Premises by or for Tenant at Tenant's cost. If any casualty, not caused or contributed to by Tenant and which materially and adversely affects Tenant's ability to operate its business at the Leased Premises, occurs in the last year of the Term, and Tenant’s obligation such damage may not reasonably be repaired within sixty(60) days thereafter, Tenant may elect to pay Rent hereunder shall continue, until and unless terminate this Lease upon thirty (A30) Tenant has complied with all obligations pursuant days prior written notice to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsLandlord.

Right to Terminate. Notwithstanding any other provision to the contrary contained in provisions of Section 16.1 of this Article 14, in the event that, as a result of such a Casualty EventArticle, (a) if the Improvements are totally destroyed by Casualty or (b) if the Improvements are substantially damaged or destroyed during the last five (5) years of the term of this Lease, then Tenant shall reasonably estimate in have the exercise of good faith business judgment that option to either (i) repair and restore the applicable Property Location cannot be used for the same purpose and substantially Improvements in accordance with the same utility as before such Casualty EventSection 16.1, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) terminate this lease by giving Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thereof within thirty (30) days following such Casualty EventCasualty, to cause Landlord to modify in which latter event this Lease to remove shall terminate effective as of the damaged Property Location (and reduce the Rent date of such Casualty. If Tenant terminates this Lease pursuant to the terms of Section 14.04 below) and, following such removalpreceding sentence, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, demolish and raze the remainder of the Improvements (except for such indemnity any party wall and footings and foundation supporting any party wall if there exists an adjacent building which is not damaged or other is to be restored), remove the rubble and debris, and properly compact the soil. Tenant's obligations under the preceding sentence shall survive any termination of this Lease pursuant to the provisions of this Lease which may relate Section. In such event, insurance proceeds relating to such damaged Property Location. Such modification the damage and destruction shall not be effectiveapplied first to reimburse Tenant for the reasonable cost of removing the Improvements and restoration of the site, and Tenant’s obligation to pay Rent hereunder the balance distributed between Landlord and Tenant as follows: (i) Landlord shall continuereceive the balance of the insurance proceeds times a fraction, until the numerator of which is the number of months between the Commencement Date and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Eventcasualty, and the denominator of which is 240, plus the number of months plus the number of months of any expired renewal term, plus the remaining number of months in any unexpired renewal term for which Tenant exercised its option to renew prior to the date of casualty; and (Cii) Tenant has paid or has caused to will be paid the balance. If this Lease is not terminated pursuant to the provisions of this Section, then this Lease shall continue in full force and effect in accordance with all of the provisions hereof. If this Lease is terminated as provided in this Article, then Rent shall be paid up to the date of such termination and Landlord shall make a proportionate refund to Tenant of any rent paid by Tenant to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which in advance that shall not have been paid to Tenant with respect to earned as of the destruction or damage effective date of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedstermination.

Right to Terminate. Notwithstanding the provisions of the foregoing Section, if the Improvements are at any time after the 17th anniversary of the Full Rent Commencement Date, damaged or destroyed by fire, windstorm or other provision Casualty and if Tenant reasonably estimates repair restoration of the Improvements cannot be completed within 90 days, then Tenant shall have the option to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, either (a) Tenant shall reasonably estimate repair and restore the Improvements in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially accordance with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, Section 15.1 or (b) terminate this Lease by giving Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thereof within thirty (30) days following such Casualty EventCasualty, to cause Landlord to modify in which latter event this Lease to remove shall terminate effective as of the damaged Property Location (and reduce the Rent date of such Casualty. If Tenant terminates this Lease pursuant to the terms of Section 14.04 below) and, following such removalpreceding sentence, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, demolish and raze the remainder of the Improvements (except for such indemnity any party wall and footings and foundation supporting any party wall if there exists an adjacent building which is not damaged or other is to be restored), remove the rubble and debris, and properly compact the soil. Tenant’s obligations under the preceding sentence shall survive any termination of this Lease pursuant to the provisions of this Lease which may relate Section. In such event, insurance proceeds relating to such damaged Property Location. Such modification the damage and destruction shall not be effectiveapplied first to reimburse Tenant for the reasonable cost of removing the Improvements and restoration of the site, and Tenant’s obligation to pay the balance distributed between Landlord and Tenant as follows: (i) Landlord shall receive the balance of the insurance proceeds times a fraction, the numerator of which is the number of full calendar months from and after the Full Rent hereunder shall continue, until Commencement Date and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Eventcasualty, and the denominator of which is the number of full calendar months from and after the Full Rent Commencement Date and through the date Landlord is entitled to regain possession of the Premises, taking into account an exercised option, if any, and (Cii) Tenant has paid or has caused to will be paid the balance. If this Lease is not terminated pursuant to the provisions of this Section, then this Lease shall continue in full force and effect in accordance with all of the provisions hereof. If this Lease is terminated as provided in this Article, then rent shall be paid up to the date of such termination and Landlord shall make a proportionate refund to Tenant of any rent paid by Tenant to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which in advance that shall not have been paid to Tenant with respect to earned as of the destruction or damage effective date of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedstermination.

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that A. If (i) the applicable Property Location Leased Premises are damaged to the extent of fifty percent (50%) or more of the cost of replacement thereof (i.e., more than fifty percent (50%) of the Floor Area of the Leased Premises immediately before such Casualty is rendered untenantable) and Landlord determines that such damage cannot be used for repaired to the same purpose and substantially with condition required hereunder within two hundred seventy (270) days from the same utility as before date of such Casualty Event, occurrence; or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in during the last two (2) years of Lease Years or in any Partial Lease Year at the Term or any extension end of the Term, or the Leased Premises are damaged to the extent of more than twenty-five percent (b25%) of the cost of replacement thereof; then (x) Landlord elects not to provide the insurance proceeds from any Casualty Event may terminate this Lease by Notice to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty within sixty (3060) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty EventCasualty, subject to Tenant’s rights hereunder to negate such Notice, provided ▇▇▇▇▇▇▇▇’s Notice will include reasonable substantiation of Landlord’s cost of repair and the time required to repair. If Landlord so terminates this Lease and Tenant does not negate Landlord’s Notice as provided herein, then the Termination Date shall be the date set forth in the Notice to Tenant, which date shall not be more than ninety (C90) Tenant has paid days after the giving of said Notice. Rent shall be abated from the date of the Casualty. The “cost of replacement” shall be determined by the company or has caused companies insuring Landlord against the Casualty, or, if there shall be no such determination, by a qualified Person selected by ▇▇▇▇▇▇▇▇ to be paid to Landlord as its interests may appear all insurance deductiblesdetermine such “cost of replacement.” B. If (i) at any time during the Term of this Lease, and all insurance proceeds which shall have been paid to Tenant with respect the Leased Premises or the Common Areas (to the destruction or extent such Common Areas are insured by Landlord and only if Tenant is unable to access the Leased Premises) are damaged and Landlord, in good faith, determines after consultation with Landlord’s architect that such damage cannot be repaired within three hundred and sixty five (365) days from the date of such Property Location occurrence, or (ii) during the last two (2) Lease Years or in any Partial Lease Year at the end of the Term either the Leased Premises are damaged to the extent of more than twenty-five percent (25%) of the cost of replacement thereof, or more than twenty five percent (25%) of the Floor Area of the Leased Premises immediately before such Casualty is rendered untenantable and Landlord, in good faith, determines that such damage cannot utilized towards be repaired within one hundred eighty (180) days from the Restoration; provideddate of such occurrence, howeverTenant may, notwithstanding any right Landlord may have hereunder to elect that this Lease continue, terminate this Lease by giving Landlord sixty (60) days’ prior Notice given within sixty (60) days after the date of the Casualty. If Tenant so terminates this Lease then the Termination Date shall retain those insurance proceeds be the date set forth in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsthe Notice to Landlord.

Right to Terminate. Notwithstanding any other provision Subject to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms limitations and conditions hereinafter set forthforth herein, Tenant shall have a right to terminate the rightLease ("Termination Option") effective as of May 31, exercisable by 2001 ("Termination Date"). If Landlord does not receive written notice given from Tenant of its exercise of this Termination Option prior to August 31, 2000 all rights under this Termination Option shall automatically terminate and shall be of no further force or effect. Tenant's exercise of the Termination Option shall be subject to the following terms and conditions (collectively the "Termination Conditions"): (1) Tenant shall provide to Landlord no later than thirty a termination fee of thirty-eight thousand three hundred fifty and 00/100 (30$38,350.00) days following along with Tenant's timely written notice of exercise of the Termination Option; (2) Tenant shall be liable for performance of all obligations required to be performed by Tenant under the Lease, as and when such Casualty Eventobligations are required to be performed under the Lease through the Termination Date; and (3) Tenant shall vacate and surrender the Premises as of the Termination Date in accordance with the provisions of the Lease. If Tenant exercises the Termination Option, to cause upon termination of the Lease, the vacation and surrender of the Premises by Tenant, and satisfaction of the Termination Conditions (above) of this Agreement, Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord rights, obligations or claims with respect to such damaged Property Locationeach other arising from this Agreement or the Lease, except for such indemnity those obligations of Tenant under the Lease which are expressly required to survive and continue after the termination or other expiration of the Lease. Tenant and Landlord hereby acknowledge and agree that certain obligations of Tenant survive the termination or expiration of the Lease, pursuant to the terms and provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effectivethe Lease, and the parties further agree that it is the intention of Tenant and Landlord that this Agreement not affect such ongoing obligations of Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceeds.

Right to Terminate. Notwithstanding This Agreement may be terminated at any other provision to time on or before the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that Closing Date upon written notice given: (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Eventby Purchaser, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event there has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with been a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable material breach by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord Seller with respect to any of Seller’s agreements, representations or warranties in this Agreement and such damaged Property Location, except for breach is not cured within five (5) calendar days after receipt by Seller of written notice specifying particularly such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless breach (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationeach a “Seller Default”); provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest includingif such Seller Default is curable, but cannot limited toreasonably be cured within five (5) calendar days, Tenantthen such longer period reasonably required (but not beyond the Closing Deadline), provided that Seller has promptly commenced and is diligently proceeding to cure such Seller Default; (ii) by Seller, if there has been a material breach by Purchaser with respect to Purchaser’s Personaltyagreements, representations or warranties in this Agreement and ordinary payroll insurance proceedssuch breach is not cured within five (5) calendar days (except for non payment of the Purchase Price) after receipt by Purchaser of written notice specifying particularly such breach (each a “Purchaser Default”); provided, however, that if such Purchaser Default (other than non-payment of the Purchase Price for which this proviso shall not apply) is curable, but cannot reasonably be cured within five (5) calendar days, then such longer period reasonably required (but not beyond the Closing Deadline), provided that Purchaser has promptly commenced and is diligently proceeding to cure such Purchaser Default; (iii) by Purchaser or Seller, if the Closing has not occurred on or before the Closing Deadline (a “Deadline Termination”); (iv) pursuant to Section 3.7 (a “Termination upon Inspection”); (v) pursuant to Section 7.3(b) (a “Destruction of Aircraft Termination”); or (vi) by mutual written agreement of Purchaser and Seller (a “Mutual Termination”); provided, however, that no Party currently in material breach of any term of this Agreement (provided that any representation, warranty or covenant contained herein that is qualified by materiality standard shall not be further qualified hereby) may terminate this Agreement.

Right to Terminate. Notwithstanding Landlord shall endeavor to accommodate any other provision expansion needs of Tenant within the Building or, so long as Landlord maintains common control of the building at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, the building at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, without, however, any affirmative obligation to the contrary contained in this Article 14, provide additional space to Tenant. Tenant understands that any ability to lease additional space in the event that, as a result Building or such other building shall depend upon the availability of such a Casualty Event, (a) additional space and agreement between Landlord and Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to on the terms and conditions hereinafter set forthupon which Tenant may lease such additional space from Landlord or, if applicable, the owner of such other building. The determination of whether additional space is available and the terms and conditions upon which Landlord or, if applicable, the owner of such other building may lease to Tenant any additional space which Landlord or the owner of such other building determines to be available, shall be solely within the discretion of Landlord and, if applicable, the owner of such other building, provided that such terms and conditions shall reflect current market conditions as reasonably determined by Landlord or the owner of such other building, as the case may be. In the event that Landlord cannot accommodate the growth needs of Tenant at either ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or through an affiliated entity, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ after the fourth (4th) full year after the Expansion Date, Tenant shall have the rightone-time right to terminate this Lease without penalty on the following terms: (a) At any time after the fourth (4th) full year after the Expansion Date, exercisable by written Tenant may provide notice given to Landlord setting forth Tenant's growth needs at CambridgePark in reasonable detail, including the minimum amount of space required, and the date upon which Tenant needs to occupy the space, which date shall be no later sooner than six (6) months after the date of such notice ("Tenant's Growth Notice"). (b) Landlord shall provide notice to Tenant within thirty (30) days following of Tenant's Growth Notice specifying whether or not Landlord can accommodate Tenant's growth needs and, if so, the location or alternative locations of the space to accommodate such Casualty Eventgrowth needs at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the primary business terms and conditions upon which such growth needs are being offered to Tenant, which terms and conditions shall reflect current market conditions as reasonably determined by Landlord or, if applicable, the owner of the building at 150 CambridgePark Drive("Landlord's Response Notice"). (c) If Landlord indicates that it cannot accommodate such growth needs in Landlord's Response Notice, then Tenant may terminate the Lease without penalty by notice to cause Landlord within thirty (30) days after Landlord's Response Notice, specifying the date of termination, which date shall not be sooner than six (6) months from the date of such notice and shall be the last day of a calendar month (the "Expiration Date"). In the event of such termination notice, the Term of the Lease shall expire on the Expiration Date as though such date were the date set forth in the Lease for expiration of the Term. (d) If Landlord indicates that it can accommodate Tenant's growth needs in Landlord's Response Notice, then Landlord and Tenant shall negotiate in good faith to modify complete a lease or amendment to this Lease to remove the damaged Property Location (and reduce the Rent pursuant to accommodate Tenant's growth needs upon the terms of Section 14.04 below) and, following such removal, set forth in Landlord's Response Notice and otherwise upon terms consistent with this Lease (except that Tenant shall have no further responsibility right to Landlord with respect terminate the Lease as set forth in this Section 2.4). (e) If the parties are unable to come to agreement on such damaged Property Location, except for such indemnity a lease or other provisions of amendment to this Lease which may relate within thirty (30) days after Landlord's Response Notice, then neither party shall have any further obligation to negotiate or enter into any such damaged Property Location. Such modification shall not be effectivelease or amendment to this Lease, and Tenant’s obligation to pay Rent hereunder this Lease shall continue, until remain in full force and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedseffect unaffected thereby."

Right to Terminate. Notwithstanding any other provision anything to the contrary contained set forth in this Article 14Agreement, this Agreement may be terminated and the transactions contemplated herein abandoned by notice given in writing as provided herein at any time prior to the event thatSecond Closing (provided, as a result of such a Casualty Event, that any right to terminate other than pursuant to (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than must be exercised within thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove after the damaged Property Location (and reduce terminating party receives written notice of the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect event giving rise to such damaged Property Locationright of termination and further provided, except for such indemnity or other provisions of this Lease which may relate that any right to such damaged Property Location. Such modification terminate that is exercised at any time after the First Closing shall not be effective, and Tenant’s obligation deemed to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable be effective only with respect to the damaged Property Location through Second Closing Assets): (a) by mutual consent of the parties hereto; (b) by either the Purchaser or the Seller if the Second Closing shall not have occurred by December 31, 2000 (the "Outside Date"); provided, that if on or prior to the Outside Date (but on or after October 1, 2000), the Nevada State Gaming Control Board, the Nevada Gaming Commission and any other Governmental Authority whose approval is required have granted the gaming licenses or the approvals necessary for the Purchaser to consummate the purchase of the Purchased Assets, the Outside Date shall be extended to March 5, 2001; provided further, that the right to terminate this Agreement under this Section 12.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Second Closing Date to occur on or before the Outside Date; and further provided that if the Outside Date is extended to March 5, 2001 as set forth in this Section 12.1(b), the Purchaser, or Isle of Capri on behalf of the Purchaser, shall reimburse the Seller for any obligations incurred by the Seller with respect to Taxes incurred in respect of the First Closing and the Second Closing not being consummated in the same calendar year, as well as a gross-up amount for any such reimbursement amounts paid to the Seller. Any payment made to the Seller in accordance with this Section 12.1(b) shall be paid within ten (10) days after the Seller makes written demand upon the Purchaser or Isle of Capri, but in no case earlier than five (5) business days prior to the date of on which the Casualty Event, and (C) Tenant has paid or has caused relevant Taxes are required to be paid to Landlord as its interests may appear all insurance deductiblesthe relevant Taxing Authority. (c) by either the Purchaser or the Seller if a court of competent jurisdiction shall have issued a Judgment or Order permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and all insurance proceeds which such Judgment or Order or other action shall have become final and nonappealable; (d) by the Seller if the Purchaser (x) breaches its representations and warranties, or (y) fails to comply in any material respect with any of its covenants or agreements contained herein, and such breach or non-compliance as set forth in clauses (x) and (y) of this paragraph shall not have been paid to Tenant with respect cured within ten (10) days after receipt by the Purchaser of written notice specifying particularly such breach or non-compliance; (e) by either the Purchaser or the Seller as set forth in Section 12.5(b), or by the Purchaser as set forth in Section 12.4(b); (f) by the Special Committee on behalf of the Purchaser as set forth in Section 2.8(d), or Isle of Capri on behalf of the Purchaser as set forth in Section 2.9(d); (g) by the Purchaser, if the Seller, Gemini or IMPS (x) breaches any of their respective representations and/or warranties to the destruction extent contained in this Agreement or damage (y) fails to comply in any material respect with any of their respective covenants and/or agreements contained in this Agreement, and such Property Location breach or non-compliance as set forth in clauses (x) and not utilized towards the Restoration; provided, however, that Tenant (y) of this paragraph shall retain those insurance proceeds in which Landlord does not have an interest includingbeen cured within ten (10) days after receipt by the Seller of written notice specifying particularly such breach or non-compliance; and (h) by the Purchaser, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsif a material adverse change as described in Section 8.12 has occurred.

Right to Terminate. Notwithstanding any other provision In the event of casualty to the contrary contained in this Article 14Premises or the Building or the Common Areas, in the event that, as a result of such a Casualty Event, (a) Tenant parties shall reasonably estimate in have the exercise of good faith business judgment that following termination rights: (i) If it is estimated that the applicable Property Location cannot be used amount of time required to substantially complete the repair and restoration of the Premises to the condition ready for Tenant to restore the same purpose and substantially Tenant Improvements, the Building or the Common Areas, as applicable, will exceed two hundred seventy (270) days from the date such damage occurred, then either Landlord or Tenant (but as to Tenant, only if all or a substantial portion of the Premises are rendered Untenantable) shall have the right to terminate this Lease as of the date of such damage upon giving notice to the other at any time within thirty (30) days after Landlord gives Tenant the notice containing said estimate (it being understood that, if it elects to do so, Landlord may also give such notice of termination together with the same utility as before such Casualty Event, or notice containing said estimate). (ii) it will If Landlord does not actually complete its repairs and restoration of the Building, Common Areas and the Premises to the condition ready for Tenant to restore the Tenant Improvements on or before one year after the date of damage, subject to Force Majeure (as defined in Section 24.16), then Tenant may terminate this Lease on or before thirty (30) days after the anniversary of the date of damage (as such anniversary may be unable to use such damaged Property Location extended for Force Majeure); (iii) If damage rendering all or a substantial portion of the customary operation of Tenant’s business for more than (1) one (1) yearPremises, Common Areas or the Building untenantable occurs during the last two (2) one hundred twenty years of the Term, then either party may terminate this Lease by giving the other party notice of such termination on or before thirty (12030) days if after the date of damage. Notwithstanding the foregoing, Tenant may void any such Casualty Event has occurred election by Landlord to terminate this Lease in the last two (2) years of the Term or by exercising the Renewal Options (defined below), as applicable. If any extension of the Termforegoing termination options are exercised, or (b) this Lease shall terminate as of the date of such notice. Unless this Lease is terminated pursuant to this Section 18.2, Landlord elects not shall proceed with reasonable promptness to provide repair and restore the insurance proceeds from any Casualty Event Premises to the condition ready for Tenant in accordance with a Casualty Withholding Event under Section 14.01to restore the Tenant Improvements, thenthe Building and the Common Areas, subject to the terms and conditions hereinafter set forthForce Majeure, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant as defined in Section 24.16. Notwithstanding anything to the terms of Section 14.04 below) andcontrary set forth herein, following such removal, Tenant Landlord shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations duty pursuant to Article 6 hereofthis Section to repair or restore any portion of the alterations, (B) additions or improvements owned by Tenant has and which are not affixed to the Premises or the Tenant Improvements or to expend for any repair or restoration amounts in excess of insurance proceeds paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid available for repair or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsrestoration.

Right to Terminate. Notwithstanding any other provision Expansion Option. Landlord grants to Tenant or its Permitted Transferee (as defined in Article 16.B hereinabove)the option (“Expansion Option”) to expand the Premises in accordance with and subject to the contrary contained provisions of this Article 33. Whenever the term “Tenant” is used in this Article 1433 that term shall also refer to a Permitted Transferee whenever such reference would be appropriate, in it being the event that, as intention of the parties hereto that a result of such a Casualty Event, (a) Tenant Permitted Transferee shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for have the same purpose rights and substantially with the same utility as before such Casualty Event, or (ii) it will obligations and shall be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and same conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction Expansion Option and the Conditional Right To Terminate. The Expansion Option shall apply to that certain space (“Expansion Space”) consisting of not less than fifteen thousand (15,000) contiguous, rentable square feet on a single floor within the Building. The exact location, size, and configuration of the Expansion Space shall be determined by Landlord. The Expansion Option shall be personal to the originally named Tenant, RING CENTRAL, INC., or damage of such Property Location a Permitted Transferee, and shall be exercisable only by the originally named Tenant or a Permitted Transferee (and not utilized towards any assignee, sublessee, or other transferee of Tenant’s interest in this Lease other than a Permitted Transferee). The Tenant may exercise the Restoration; provided, however, Expansion Option only if Tenant occupies the entire Premises as of the last date on which that Tenant may properly exercise the Expansion Option. Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenantthe right to exercise the Expansion Option if Tenant is in default under this Lease on the date of the attempted exercise or (at Landlord’s Personalty, and ordinary payroll insurance proceedsoption) on the scheduled Delivery Date (defined below in subparagraph E).

Right to Terminate. Notwithstanding any other provision In addition to the contrary contained in this Article 14other causes for termination provided herein, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant TU Electric shall have the right, exercisable by written notice given to Landlord no later than thirty except during occurrences of force majeure (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions as defined in Article 18 of this Lease which may relate Agreement) to such damaged Property Location. Such modification shall not be effectiveterminate this Agreement, upon written notice, without any liability or 44 51 responsibility hereunder, and Tenant’s obligation without prejudice to pay Rent hereunder shall continueany other power, until and unless (A) Tenant has complied with right or remedy which TU Electric may have hereunder, if any or all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Eventfollowing enumerated events occur: 10.1.1 In the event of Cogenron's bankruptcy or insolvency, and (C) Tenant has paid or has caused in the event of the initiation of any proceeding, voluntary or involuntary, against Cogenron under the bankruptcy or insolvency laws, or in the event of Cogenron's inability to be paid to Landlord as meet its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to debts in the destruction or damage ordinary course of such Property Location and not utilized towards the Restorationbusiness; provided, however, that Tenant there shall retain those insurance proceeds be no termination of this Agreement if, within ten (10) days from the receipt of written notice from TU Electric to terminate, Cogenron as debtor in which Landlord does possession, or Cogenron's trustee, receiver, assignee or custodian, whichever is obligee under this Agreement, in writing affirms this Agreement and demonstrates, to TU Electric's satisfaction, the ability to fulfill its or their obligations under this Agreement. 10.1.2 In the event any disconnection effected pursuant to Article 7.2 or otherwise hereunder continues for sixty (60) days due to Cogenron's failure to correct or remedy the cause thereof or its portion of the cause thereof, provided, however, that if any such cause (other than a failure to make any required payment hereunder) cannot by the exercise of due diligence be cured within such sixty (60) day period, TU Electric shall not have an interest includingthe right to terminate this Agreement if Cogenron within such sixty (60) day period has taken all steps necessary to begin the cure of such cause so as to effect said cure as soon after the expiration of such sixty (60) day period as may be feasible. However, but not limited toTU Electric shall have the right to terminate this Agreement for any such cause of disconnection that continues for six (6) months from the disconnection date, Tenant’s Personaltyregardless of Cogenron's attempts to correct such. No termination shall occur, and ordinary payroll insurance proceedshowever, in the event both Parties agree that satisfactory efforts are being made to cure such cause.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) Insurance proceeds from the applicable Property Location caninsurance Landlord is required to carry pursuant to Paragraph 21.C are not be used for available to pay one hundred percent (100%) of the same purpose and substantially with cost of such repair, excluding the same utility as before such Casualty Event, or deductible; (ii) it will The Building cannot, with reasonable diligence, be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty eighty (120180) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or (iii) The Building cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, earthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination). If Landlord elects not to terminate the Lease, subject to Tenant’s Personaltytermination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Building as soon as practicable, and ordinary payroll this Lease will continue in full force and affect. All insurance proceedsproceeds from insurance under Paragraph 21, excluding proceeds for Tenant’s Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord Tenant’s Percentage Share of the amount of any deductibles payable in connection with any insured casualties and included as Common Area Maintenance Costs, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Building cannot, with reasonable diligence, be fully repaired within two hundred seventy (270) days from the date of damage or destruction. The determination of the estimated repair periods in this Paragraph 23 shall be made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination).

Right to Terminate. Notwithstanding any In the event the Premises or the Building are damaged by fire or other provision insured casualty, and the insurance proceeds have been made available therefore by the holder or holder or holders of mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the contrary contained extent of such insurance proceeds available therefore provided such repairs therefore Landlord 's sole opinion be completed within one hundred and twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until such repairs are completed, the Rent shall be abated in this Article 14proportion to the part of the Premises which is unusable by Tenant in the conduct of its business provided, however, if the damage is due to the fault or neglect of Tenant or its employees, agent s, or invitees, there shall be no abatement of Rent. If repairs cannot, in the event thatLandlord's sole opinion, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) made within said one hundred twenty (120) day period, Landlord shall notify Tenant within twenty-five (25) days if such Casualty Event has occurred in the last two (2) years of the Term date of occurrence of such damage as to whether or any extension of the Term, or (b) not Landlord shall have elected to make such repairs. If Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01make such repairs which cannot be completed within one hundred twenty (120) days, thenthen either party may, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Eventthe other, to cause Landlord to modify cancel this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms as of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Eventoccurrence of such damage. Except as provided in this Section 18, there shall be no abatement of Rent and no liability of Landlord by reason of temporary limitation or access or any injury, inconvenience, interference to or with Tenant's business or property arising from the making of any necessary repairs, or any alterations or improvements in or to any portion of the Building or the Premises, or in or to fixtures, appurtenances, and (C) equipment therein necessitated by such damage. Tenant has paid understands that Landlord will not carry insurance of any kind on Tenant's furniture and furnishings or has caused to be paid to Landlord as its interests may appear all insurance deductibleson any fixtures or equipment removable by Tenant under the provisions of this Lease, and all insurance proceeds which that Landlord shall have been paid not be required to Tenant with respect to the destruction repair any injury or damage caused by fire or other cause, or to make any repairs or replacements to or of such Property Location and not utilized towards improvements installed in the Restoration; provided, however, that Premises by or for Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, at Tenant’s Personalty, and ordinary payroll insurance proceeds's cost.

Right to Terminate. Notwithstanding any other provision to the contrary anything contained in this Article 1420 to the contrary, (a) in the event of any Casualty during the Term due to any cause other than fire or other standard insurable casualties; or (b) any Casualty is so extensive as to make it uneconomical or impractical, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation reasonable opinion of Tenant’s business for more than (1) one (1) year, to replace or (2) one hundred twenty (120) days if such Casualty Event has occurred in restore the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject Premises and Improvements to the terms and conditions hereinafter set forth, condition prior to such Casualty; Tenant shall have the right, exercisable by written notice given right to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify terminate this Lease to remove upon giving Landlord not less than 90 days' notice of Tenant's exercise of this right. At the damaged Property Location (expiration of said period, this Lease shall thereupon automatically terminate and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid restore or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of rebuild any Improvements affected by such Property Location and not utilized towards the Restoration; providedCasualty. Notwithstanding said termination, however, that Tenant at the request of Landlord, within 30 days after Tenant delivers notice of termination pursuant to Section 20.02, at Tenant's expense (which shall be reimbursed to Tenant from any proceeds of insurance held by any trustee pursuant to Section 11.05) shall cause all rubble and debris to be removed from the Premises and shall secure the Premises with fencing or other material to prevent injury to trespassers or those passing by foot or vehicle on the: sidewalks and streets adjacent to the Premises, but Tenant shall retain those have no obligation in connection therewith to repair, restore or replace any Improvements. In such event all net insurance proceeds in which Landlord does not have an interest includingpayable pursuant to the insurance required to be maintained pursuant to Section 11.01 hereof, but not limited toafter the payment of any Mortgages and the reimbursement to Tenant of expenses pursuant to this Section 20.02, Tenant’s Personalty, and ordinary payroll insurance proceedsshall be payable to Landlord.

Right to Terminate. Notwithstanding any other provision to If, after the contrary contained in this Article 14, in the event that, as a result of such a Casualty EventEffective Date, (a) Tenant any portion of the Property is taken by condemnation or eminent domain (or is the subject of a pending taking), or (b) any portion of the Property is damaged or destroyed, Eldorado shall reasonably estimate notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If the exercise Property is the subject of good faith business judgment a Major Casualty/Condemnation that occurs after the Effective Date, Buyer shall have the right to terminate this Agreement by giving written notice to Eldorado no later than the date (the “Casualty Notice Date”) that is five (5) Business Days after Eldorado notifies Buyer of such Major Casualty/Condemnation. The failure by Buyer to terminate this Agreement by the Casualty Notice Date shall be deemed an election not to terminate this Agreement. If this Agreement is terminated pursuant to this Section 10.1, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement. For the purposes of this Agreement, “Major Casualty/Condemnation” shall mean (i) any casualty, condemnation proceedings, or eminent domain proceedings if the applicable portion of the Property Location cannot be used for that is the same purpose subject of such casualty or such condemnation or eminent domain proceedings has a value in excess of Thirty Six Million and substantially with the same utility No/100 Dollars ($36,000,000.00), as before such Casualty Eventreasonably determined by a third party contractor or architect selected by Eldorado and reasonably acceptable to Buyer, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than any uninsured casualty which Eldorado does not agree (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years as set forth as a written modification of the Term or any extension of Amended Non-CPLV Lease reasonably acceptable to Eldorado and Buyer executed and delivered on the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms Closing Date and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent guaranteed pursuant to the terms of Section 14.04 below) andNon-CPLV Lease Guaranty (as defined in the Master Transaction Agreement)), following such removalin its sole and absolute discretion, Tenant shall have no further responsibility to Landlord with respect repair or restore in a manner acceptable to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsBuyer.

Right to Terminate. Notwithstanding any other provision In the event of casualty to the contrary contained in this Article 14Premises or the Building or the Common Areas, in the event that, as a result of such a Casualty Event, parties shall have the following termination rights: (a) If it is estimated that the amount of time required to substantially complete the repair and restoration of the Premises to the condition ready for Tenant to restore the Tenant Improvements, the Building or the Common Areas, as applicable, will exceed two hundred seventy (270) days from the date such damage occurred, then either Landlord or Tenant (but as to Tenant, only if all or a substantial portion of the Premises are rendered Untenantable) shall reasonably have the right to terminate this Lease as of the date of such damage upon giving notice to the other at any time within thirty (30) days after Landlord gives Tenant the notice containing said estimate in the exercise (it being understood that, if it elects to do so, Landlord may also give such notice of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially termination together with the same utility notice containing said estimate). (b) If Landlord does not actually complete its repairs and restoration of the Building, Common Areas and the Premises to the condition ready for Tenant to restore the Tenant Improvements on or before one year after the date of damage, subject to Force Majeure (as defined in Section 30.11), then Tenant may terminate this Lease on or before thirty (30) days after the anniversary of the date of damage (as such Casualty Eventanniversary may be extended for Force Majeure); (c) If damage rendering all or a substantial portion of the Premises, Common Areas or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or Building untenantable occurs during the last two (2) one hundred twenty years of the Term, then either party may terminate this Lease by giving the other party notice of such termination on or before thirty (12030) days if after the date of damage. Notwithstanding the foregoing, Tenant may void any such Casualty Event has occurred election by Landlord to terminate this Lease in the last two (2) years of the Term or by exercising the Options (defined below), as applicable. If any extension of the Termforegoing termination options are exercised, or (b) this Lease shall terminate as of the date of such notice. Unless this Lease is terminated pursuant to this Section 15.02, Landlord elects not shall proceed with reasonable promptness to provide repair and restore the insurance proceeds from any Casualty Event Premises to the condition ready for Tenant in accordance with a Casualty Withholding Event under Section 14.01to restore the Tenant Improvements, thenthe Building and the Common Areas, subject to the terms and conditions hereinafter set forthForce Majeure, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant as defined in Section 30.11. Notwithstanding anything to the terms of Section 14.04 below) andcontrary set forth herein, following such removal, Tenant Landlord shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations duty pursuant to Article 6 hereofthis Section to repair or restore any portion of the alterations, (B) additions or improvements owned by Tenant has and which are not affixed to the Premises or the Tenant Improvements or to expend for any repair or restoration amounts in excess of insurance proceeds paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid available for repair or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceeds.restoration;

Right to Terminate. Notwithstanding If the Premises or the Building are damaged by ------------------ fire or other insured casualty, and the insurance proceeds have been made available by the holder of holders of any other provision mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the contrary contained in this Article 14extent of such insurance proceeds available, provided such repairs can, in the event thatLandlord's reasonable discretion, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) completed within one hundred twenty (120) days if after the occurrence of such Casualty Event has occurred damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the last two (2) years conduct of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationbusiness; provided, however, that if the damage is due to the fault or neglect of tenant or its employees, agents, or invitees, there shall be no abatement of Rent. If repairs cannot, in Landlord's reasonable discretion, be made within said one hundred twenty (120) day period, Landlord shall notify Tenant within sixty (60) days of the date of occurrence of the damage as to whether or not Landlord elects to make the repairs. If Landlord elects not to make the repairs, then either party may, by written notice to the other cancel this lease as of the date of the occurrence of the damage. Except as provided in this Section 17, there shall retain those insurance proceeds be no abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or interference to or with Tenant's business or property arising from the making of any necessary repairs, or any alterations or improvements in which Landlord does not have an interest includingor to any portion of the Building or the Premises, but not limited toor in or to fixtures, Tenant’s Personaltyappurtenances, and ordinary payroll equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance proceedsof any kind on Tenant's furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision of this Lease, and that Landlord shall not be required to repair any injury or damage caused by fire or other cause, or to make any repairs or replacements to or of improvement installed in the Premises by or for Tenant at Tenant's cost.

Right to Terminate. Notwithstanding The Landlord shall on the written request of the Tenant made not less than Two ( 2 ) months before the date of expiry of this tenancy, and if there shall not at the time of such request be any other provision existing breach or any non-observance of any of the conditions, covenants or stipulations on the part of the Tenant herein contained, at the expense of the Tenant, grant to the contrary Tenant a tenancy of the said premises for a further term of Six ( 6 ) months from the date of expiry of this tenancy at a rent to be mutually agreed between the parties but otherwise containing the like conditions, covenants and stipulations as are herein contained with the exception of this option for renewal. The calculation of the security deposit for the new term shall be based on the revised rent. The waiver by either party of a breach or default of any of the provisions in this Article 14, in the event that, Agreement shall not be construed as a result waiver of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise any succeeding breach of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions nor any delay or omission on the part of this Lease which either party to exercise or avail itself of any right that it has or may relate to such damaged Property Locationhave herein, operates as a waiver of any breach or default of the other party. Such modification Acceptance by the Landlord of the rent hereby reserved shall not be effectivedeemed to operate as a waiver by the Landlord of any right to proceed against the Tenant in respect of a breach by the Tenant of any of the Tenant’s obligations hereunder. OPTION TO RENEW Should the said premises be affected by En-bloc Redevelopment, it shall be lawful for the Landlord to determine this tenancy by giving not less than Six ( 6 ) months’ advance notice in writing to the Tenant and to refund the security deposit (free from interest) to the Tenant EN-BLOC NOTICE Landlord Tenant without prejudice to any right of action of the Landlord in respect of any breach of this Agreement by the Tenant. The Landlord warrants that where the premises is mortgaged or charged or subjected to other such encumbrances, the Landlord has obtained the prior written consent of the financial institutions for the lease of the said premises APPROVAL BY MORTGAGEE It is expressly understood by the Landlord and the Tenant that the commission paid to their respective estate agencies (if any) as the brokerage fee in this transaction has been fully earned, and Tenant’s obligation to pay Rent hereunder therefore no claims shall continue, until be made by the Landlord or Tenant against the respective estate agencies (if any) for a refund of the commission should the Landlord or Tenant prematurely terminate the Tenancy herein for any reasons whatsoever. COMMISSION FULLY EARNED The stamp duty on the original and unless (A) duplicate of this Agreement and administrative charges payable shall be borne by the Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has and shall be paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through on the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage signing of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceeds.this Agreement. STAMP DUTY

Right to Terminate. Notwithstanding In the event the Leased Premises or the Building are damaged by fire or other insured casualty, and the insurance proceeds have been made available therefor by the holder or holders of any other provision mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the contrary contained in this Article 14extent of such insurance proceeds available therefor, provided such repairs can, in the event thatLandlord’s sole opinion, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) completed within one hundred twenty (120) calendar days if after the occurrence of such Casualty Event has occurred damage, without the payment of overtime or other premiums. Until such repairs are completed, the Rent shall be abated in proportion to the part of the Leased Premises which is unusable by Tenant in the last two conduct of its business; provided, however, if the damage is due to the fault or neglect of Tenant or its employees, agents, or invitees, there shall be no abatement of Rent. If repairs cannot, in Landlord’s sole opinion, be made within said one hundred twenty (2120) years calendar day period, Landlord shall notify Tenant within twenty-five (25) calendar days of the Term date of occurrence of such damage as to whether or any extension of the Term, or (b) not Landlord shall have elected to make such repairs. If Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01make such repairs which cannot be completed within one hundred twenty (120) calendar days, thenthen either party may, subject by written notice to the terms and conditions hereinafter set forthother, cancel this Lease as of the date of the occurrence of such damage. Provided, however, Tenant shall in such case not have the rightright to terminate the Lease if the damage is due to the fault or neglect of Tenant or its employees, exercisable agents or invitees. In the event that the Leased Premises or Building is damaged such that more than thirty-three percent (33%) of the same is rendered untenantable, or if insurance proceeds are insufficient or unavailable to repair the damage, Landlord may, at its sole option, terminate this Lease by written notice to Tenant given not more than thirty (30) days after the occurrence of the damage. Except as provided in this Section 18, there shall be no abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or interference to or with Tenant’s business or property arising from the making of any necessary repairs, or any alterations or improvements in or to any portion of the Building or the Leased Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by such damage. Tenant understands that Landlord no will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provisions of this Lease, and that Landlord shall not be required to repair any injury or damage caused by fire or other cause, or to make any repairs or replacements to or of improvements installed in the Leased Premises by or for Tenant at Tenant’s cost. Unless Landlord has notified Tenant that the Lease shall be terminated, Tenant shall be required to restore all leasehold improvements, fixtures or personal property to their condition prior to the date of such damage, not later than thirty (30) days following such Casualty Eventdays, to cause or as soon thereafter as is reasonably possible, after the date by which Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant has repaired damage to the terms of Section 14.04 below) andLeased Premises, following such removal, whether or not insurance proceeds are available to Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedspurpose.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) Insurance proceeds are not available to pay one hundred percent (100%) of the applicable Property Location cannot cost of such repair, excluding the deductible for which Tenant shall be used for the same purpose and substantially with the same utility as before such Casualty Event, or responsible; (ii) it will The Building cannot, with reasonable diligence, be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty eighty (120180) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or (iii) The Building cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination). If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Building as soon as practicable, and this Lease will continue in full force and affect. All insurance proceeds.proceeds from insurance under paragraph 21, excluding proceeds for Tenant's Personal Property. shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Building cannot, with reasonable diligence, be fully repaired within one hundred eighty (180) days from the date of damage or destruction. The determination of the estimated repair periods in this paragraph 23 shall be made by an independent, licensed contractor or engineer within thirty (30) days after such damage or

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the rightoption, exercisable to be exercised as hereinafter provided, to terminate the term of this Lease effective as of November 30, 2004 (the "Termination Date"). Such option shall be exercised, if at all, time being of the essence, by written notice given by Tenant to Landlord ("Termination Notice") no later than thirty November 30, 2003, and subject to payment by Tenant to Landlord of the sum of (30a) days following $396,445.90, plus (b) $72,075.00 if Tenant exercises its Expansion Option (as hereinafter defined) under Section 30 below, plus (c) such Casualty Eventadditional amount as may be payable for the First Refusal Space (as hereinafter defined) as set forth in Section 29 below, to cause Landlord to modify this Lease to remove plus (d) such additional amount as may be payable for the damaged Property Location (and reduce Expansion Space if Tenant does not exercise its Expansion Option under Section 30 below but leases the Rent Expansion Space pursuant to the terms Right of First Offer set forth in Section 14.04 below) and, following such removal, 31 below and if Landlord and Tenant shall have no further responsibility mutually agree that Tenant is granted the right to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable terminate the lease with respect to the damaged Property Location through Expansion Space pursuant to Section 31 below (collectively, the date "Termination Fee"). The Termination Fee shall be paid on or before May 31, 2004. Payment of the Casualty EventTermination Fee shall be made in cash or by certified or cashier's check, subject to collection. Tenant may not, unless Landlord otherwise agrees, exercise its option to terminate this Lease pursuant to this Section 27 at any time at which a default by Tenant exists under this Lease, and (C) no such termination shall be effective if such default exists unless Landlord otherwise agrees. Any notice of exercise of Tenant's option to terminate the term of this Lease pursuant to this Section 27 shall be irrevocable by Tenant has paid or has caused once given. If Tenant so exercises its option to be paid terminate the term of this Lease and pays to Landlord the Termination Fee as its interests may appear all insurance deductiblesabove provided, then effective as of the Termination Date, this Lease shall be deemed to have expired by lapse of time, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds return the Premises to Landlord on the Termination Date in accordance with the requirements of this Lease. All obligations of Tenant which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsaccrue under this Lease on or before the Termination Date shall survive such termination.

Right to Terminate. Notwithstanding any other provision anything to the contrary contained set forth in this Article 14Agreement, this Agreement may be terminated and the transactions contemplated herein abandoned by notice given in writing as provided herein at any time prior to the event thatClosing (provided, as a result of such a Casualty Event, that any right to terminate other than pursuant to (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than must be exercised within thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove after the damaged Property Location (and reduce terminating party receives written notice of the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect event giving rise to such damaged Property Location, except for such indemnity right of termination): (a) by mutual consent of the parties hereto; (b) by either the Purchaser or other provisions of this Lease which may relate to such damaged Property Location. Such modification the Seller if the Closing shall not be effectivehave occurred by December 31, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration2000; provided, however, that Tenant if on or prior to such date, the Nevada State Control Board, the Nevada Gaming Commission or any other Governmental Authority has granted the gaming licenses or the approvals necessary for the Purchaser to consummate the purchase of the Purchased Assets, the immediately preceding date shall retain those insurance proceeds be extended to February 14, 2001; provided further, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before such date; (c) by either the Purchaser or the Seller if a court of competent jurisdiction shall have issued a Judgment or Order permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such Judgment or Order or other action shall have become final and nonappealable; (d) by the Seller if the Purchaser (x) breaches its representations and warranties, or (y) fails to comply in which Landlord does any material respect with any of its covenants or agreements contained herein, and such breach or non-compliance as set forth in clauses (x) and (y) of this paragraph shall not have been cured within ten (10) days after receipt by the Purchaser of written notice specifying particularly such breach or non-compliance; (e) by the Purchaser if the Seller, Gemini or IMPS (x) breaches any of their respective representations and/or warranties to the extent contained herein, or (y) fails to comply in any material respect with any of their respective covenants or agreements contained herein; (f) by either the Purchaser or the Seller as set forth in Section 10.5(b) or by the Purchaser as set forth in Sections 2.7(d) and 10.4(b); and (g) by the Purchaser, at the sole and absolute discretion of the Special Committee, if Adjusted EBITDA generated by the Companies on a rolling twelve (12) month basis calculated for the twelve (12) month period ending at the last day of the month immediately preceding the last full month before the date that would be the Closing Date hereunder has declined by an interest includingamount equal to or greater than ten percent (10%) from the amount of Adjusted EBITDA generated by the Companies for twelve (12) month period ending December 31, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceeds1998.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occurs: (i) Insurance proceeds are not available to pay one hundred percent (100%) of the applicable Property Location cannot be used cost of such repair, excluding the deductible for the same purpose insurance policy under which the insurance proceeds are payable and substantially with for which deductible Tenant shall be responsible to reimburse Landlord as part of the same utility as before such Casualty Event, or Operating Expenses; (ii) it will The Premises cannot, with reasonable diligence, be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or (iii) The Premises cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to terminate this Lease, Landlord shall give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and this Lease shall terminate fifteen (15) days after the date Tenant receives such notice. If Landlord elects not to terminate the Lease, subject to Tenant’s Personaltytermination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Premises or the Building as soon as practicable, and ordinary payroll this Lease will continue in full force and effect. All insurance proceedsproceeds from insurance under Paragraph 21, excluding proceeds for under Tenant’s liability insurance and for Tenant’s Personal Property and under Paragraph 21.C., shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease, if the Premises cannot, with reasonable diligence and subject to Tenant delays, be fully repaired within one hundred eighty (180) days from the date of damage or destruction. The determination of the estimated repair period shall be made by Landlord in its good faith business judgment within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. If this Lease is terminated by either party as permitted herein, Landlord shall refund to Tenant any prepaid Rent allocable to the period following the date of the casualty. Notwithstanding anything to the contrary herein, in the event of any termination of this Lease as provided for in this Paragraph 22, all insurance proceeds payable under policies maintained by Tenant under Paragraph 21.B.(ii) shall be disbursed and paid to Landlord.

Right to Terminate. Notwithstanding This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any other provision time prior to the contrary contained in this Article 14, in the event that, as a result Closing: a. by mutual written consent of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that Purchaser and Seller; b. by Purchaser or Seller if (i) any governmental entity shall have issued a final order, decree or ruling, or taken any other final action, restraining, enjoining or otherwise prohibiting the applicable Property Location cannot be used for the same purpose transactions contemplated hereby and substantially with the same utility as before such Casualty Eventorder, decree, ruling or other action is or shall have become nonappealable; or (ii) it will be unable the transactions contemplated by this Agreement have not been consummated on or before June 30, 2004 (the "Final Date"), provided that no party may terminate this Agreement pursuant to use such damaged Property Location for the customary operation of Tenant’s business for more than this clause (1ii) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years party's failure to fulfill any of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event its obligations under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which Agreement shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards reason that the Restoration; provided, however, that Tenant Closing Date shall retain those insurance proceeds in which Landlord does not have an interest occurred on or before the Final Date; c. by Seller if (i) Purchaser breaches any representation or warranty set forth in this Agreement in any material respect or if any such representation or warranty shall have become untrue such that the condition set forth in Section 8.2.c. would be incapable of being satisfied by the Final Date, provided that Seller has not breached any of its representations and warranties or obligations hereunder in any material respect; or (ii) Purchaser materially breaches any of its covenants or agreements hereunder and Purchaser has not cured such breach within ten (10) business days after notice by Seller thereof, provided that Seller has not breached any of its representations and warranties or obligations hereunder in any material respect; d. by Purchaser if (i) Seller breaches any representation or warranty set forth in this Agreement in any material respect or if any such representation or warranty shall have become untrue such that the condition set forth in Section 8.1.c. would be incapable of being satisfied by the Final Date, provided that Purchaser has not breached any of its representations and warranties or obligations hereunder in any material respect; or (ii) Seller materially breaches its covenants or agreements hereunder, and Seller has not cured such breach within ten (10) business days after notice by Purchaser thereof, provided that Purchaser has not breached any of its representations and warranties or obligations hereunder in any material respect; or e. by Purchaser if any Secured Creditors at any time make any effort to assert any of its rights under the Business Loan Agreements or Security Agreements to which it is a party with Seller, including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsthe submission of a demand to Seller by any Secured Creditor for the stock or assets of Seller in satisfaction of Seller's liabilities under any Business Loan Agreement or Security Agreement.

Right to Terminate. Notwithstanding This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any other provision time prior to the contrary contained in this Article 14, in the event that, as a result Closing: a. by mutual written consent of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that Purchaser and Seller; b. by Purchaser or Seller if (i) any governmental entity shall have issued a final order, decree or ruling, or taken any other final action, restraining, enjoining or otherwise prohibiting the applicable Property Location cannot be used for the same purpose transactions contemplated hereby and substantially with the same utility as before such Casualty Eventorder, decree, ruling or other action is or shall have become nonappealable; or (ii) it will be unable the transactions contemplated by this Agreement have not been consummated on or before December 12, 2003 (the "Final Date"), provided that no party may terminate this Agreement pursuant to use such damaged Property Location for the customary operation of Tenant’s business for more than this clause (1ii) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years party's failure to fulfill any of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event its obligations under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which Agreement shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards reason that the Restoration; provided, however, that Tenant Closing Date shall retain those insurance proceeds in which Landlord does not have an interest occurred on or before the Final Date; c. by Seller if (i) Purchaser breaches any representation or warranty set forth in this Agreement in any material respect or if any such representation or warranty shall have become untrue such that the condition set forth in Section 8.2.c. would be incapable of being satisfied by the Final Date, provided that Seller has not breached any of its representations and warranties or obligations hereunder in any material respect; or (ii) Purchaser materially breaches any of its covenants or agreements hereunder and Purchaser has not cured such breach within ten (10) business days after notice by Seller thereof, provided that Seller has not breached any of its representations and warranties or obligations hereunder in any material respect; d. by Purchaser if (i) Seller breaches any representation or warranty set forth in this Agreement in any material respect or if any such representation or warranty shall have become untrue such that the condition set forth in Section 8.1.c. would be incapable of being satisfied by the Final Date, provided that Purchaser has not breached any of its representations and warranties or obligations hereunder in any material respect; or (ii) Seller materially breaches its covenants or agreements hereunder, and Seller has not cured such breach within ten (10) business days after notice by Purchaser thereof, provided that Purchaser has not breached any of its representations and warranties or obligations hereunder in any material respect; or e. by Purchaser if either of the Secured Creditors at any time make any effort to assert any of their rights under the Business Loan Agreements or Security Agreements to which each Secured Creditor is a party with Seller, including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsthe submission of a demand to Seller by either Secured Creditor for the stock or assets of Seller in satisfaction of Seller's liabilities under either of the Business Loan Agreements or either of the Security Agreements.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from the insurance Landlord is required to carry pursuant to PARAGRAPH 21.C, or that Landlord actually carries, are not available to pay one hundred percent (100%) of the cost of such repair, excluding any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01applicable deductibles, then, subject to the terms and conditions hereinafter set forth, for which Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationresponsible; provided, however, that if Tenant pays to Landlord, in immediately available funds, within thirty (30) days after such casualty, any shortfall in such insurance proceeds, as reasonably determined by Landlord, then Landlord shall retain those have no right to terminate the Lease pursuant to this item (i); provided further, that if insurance proceeds are not available to pay one hundred percent (100%) of the cost of such repair due solely to the fact that Landlord has failed to carry the insurance described in which PARAGRAPH 21.C, then Landlord does shall not have the right to terminate this Lease pursuant to this PARAGRAPH 23.B(i). Notwithstanding anything to the contrary set forth above, if (a) all or any part of the Premises or the Building is damaged or destroyed by a casualty event that is covered by the insurance Landlord is required to carry pursuant to PARAGRAPH 21.C, or that Landlord actually carries, (b) proceeds from such insurance are not available to pay one hundred percent (100%) of the cost of such repair, excluding any applicable deductibles, (c) Landlord terminates the Lease pursuant to its rights under this PARAGRAPH 23.B(i), (d) Landlord eventually receives proceeds from such insurance due to such casualty event, and (e) a subsequent tenant of the Premises that occupies the Premises prior to the tenth (10th) anniversary of the Commencement Date elects to utilize the Tenant Improvements, then Landlord shall pay to Tenant an interest amount equal to the present value of the lesser of (x) the cost savings enjoyed by Landlord during the originally-scheduled ten (10) year term of this Lease due to the use of the Tenant Improvement by such subsequent tenant (with the amount of such savings to be reasonably determined by Landlord), and (y) the unamortized Tenant Improvement Costs (as defined in EXHIBIT B) for the initial Tenant Improvements, as of the date such subsequent tenant opens for business in the Premises, with the Tenant Improvement Costs being amortized on a straight-line basis over a period of ten (10) years, commencing on the Commencement Date, and ending as of the date that is the mid-way point between the date this Lease is terminated and the date on which such subsequent tenant opens for business in the Premises; (ii) either the Premises or the Building cannot, with reasonable diligence, be fully repaired by Landlord within three hundred sixty (360) days after the date of the damage or destruction; or (iii) either the Premises or the Building cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination). If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Premises or Building as soon as practicable, and this Lease will continue in full force and affect. All insurance proceedsproceeds from insurance under PARAGRAPH 21, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord an amount equal to that portion of any deductibles payable in connection with any insured casualties that is allocable to the Premises, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Premises cannot, with reasonable diligence, be fully repaired within two hundred seventy (270) days from the date of damage or destruction. The determination of the estimated repair periods in this PARAGRAPH 23 shall be made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination).

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate ------------------ this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event the insurance Landlord is required to Tenant in accordance with a Casualty Withholding Event under Section 14.01carry pursuant to Paragraph 21.C, thenor that Landlord actually carries, subject are not -------------- available to pay one hundred percent (100%) of the terms and conditions hereinafter set forthcost of such repair, excluding the deductible for which Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationresponsible; provided, however, that if Tenant pays to Landlord, in immediately available funds, within thirty (30) days after such casualty, any shortfall in such insurance proceeds, as reasonably determined by Landlord, then Landlord shall retain those insurance proceeds in which have no right to terminate the Lease pursuant to this item (i); (ii) the Building cannot, with reasonable diligence, be fully repaired by Landlord does within three hundred sixty (360) days after the date of the damage or destruction; or (iii) the Building cannot have an interest be safely repaired because of the presence of hazardous factors, including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination and except that Landlord shall return to Tenant the Security Deposit). If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Building as soon as practicable, and this Lease will continue in full force and affect. All insurance proceedsproceeds from insurance under Paragraph 21, excluding proceeds for Tenant's Personal Property, ------------ shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Building cannot, with reasonable diligence, be fully repaired within three hundred sixty (360) days from the date of damage or destruction. The determination of the estimated repair periods in this Paragraph 23 shall be made by an independent, ------------ licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination).

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Landlord and Tenant shall reasonably estimate in each have the exercise option, to be exercised as hereinafter provided, to terminate the term of good faith business judgment that this Lease effective as of July 31, 2009 (i) the applicable Property Location cannot “Termination Date”). Such option shall be used for the same purpose and substantially with the same utility as before such Casualty Eventexercised, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) yearif at all, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years time being of the Term or any extension of the Termessence, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given by Landlord or Tenant to Landlord the other party (“Termination Notice”) no later than thirty (30) days following such Casualty EventNovember 1, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration2008; provided, however, that notwithstanding the foregoing, if Landlord delivers its Termination Notice to Tenant, Landlord shall have the right to rescind such Termination Notice by written notice (the “Rescission Notice”) given to Tenant no later than December 31, 2008. If Landlord timely delivers such Rescission Notice to Tenant, Landlord’s Termination Notice shall be of no further force or effect; provided that if Landlord shall deliver the Rescission Notice, Tenant shall retain those insurance proceeds in which Landlord does not have an interest includingadditional thirty (30) days after receipt thereof to deliver a Termination Notice. Tenant may not, but not limited tounless Landlord otherwise agrees, exercise its option to terminate this Lease pursuant to this Section 36 at any time at which a Default by Tenant exists under this Lease, and no such termination shall be effective if such Default exists unless Landlord otherwise agrees. Any notice of exercise of Landlord’s or Tenant’s Personaltyoption to terminate the term of this Lease pursuant to this Section 36 shall be irrevocable by the exercising party once given. If either Landlord or Tenant so exercises its option to terminate the term of this Lease then effective as of the Termination Date, this Lease shall be deemed to have expired by lapse of time, and ordinary payroll insurance proceedsTenant shall return the Premises to Landlord on the Termination Date in accordance with the requirements of this Lease. All obligations of Tenant which accrue under this Lease on or before the Termination Date shall survive such termination.

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) The Tenant shall reasonably estimate in be allowed a one-time opportunity to terminate this Lease at the exercise end of good faith business judgment that the third (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (13rd) year, being June 30, 2012, by providing the Landlord with a minimum of six (6) months prior written notice of their intent. Should the Tenant exercise its Right to Terminate, the Tenant agrees to pay the Landlord on or before December 31, 2012, the sum of THIRTY EIGHT THOUSAND FIVE HUNDRED FIFTY (2$38,550.00) one hundred twenty DOLLARS plus applicable taxes, of which TWENTY FOUR THOUSAND (120$24,000.00) days if such Casualty Event has occurred DOLLARS is to reimburse for unamortized Tenant Improvement Allowance and FOURTEEN THOUSAND FIVE HUNDRED FIFTY ($14,550.00) DOLLARS, is to reimburse for unamortized brokerage commission paid. 8. The Landlord agrees to pay to the Tenant’s broker a commission as stated in Schedule “E” attached hereto. 9. The Tenant agrees to render vacant possession of the area of the existing Leased Premises that they will no longer be leasing, on or before June 30, 2009. For the avoidance of doubt, the Tenant shall retain access to the location circled on Schedule “D” through to July 31, 2009. 10. Notwithstanding the terms of the Original Lease, the Tenant reserves the right to substitute any of its subsidiaries or affiliates as occupants of the Leased Premises without obtaining the Landlord’s consent as long as the use fits within the nature of work deemed common in the last two (2) years of Building. 11. The parties hereto acknowledge and confirm that the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant Original Lease remains a Lease in accordance with a Casualty Withholding Event under Section 14.01, then, subject to good standing and ratify the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (therein contained. 12. Save and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effectivethe foregoing, all the covenants, and Tenant’s obligation to pay Rent hereunder shall continueundertakings, until terms and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date conditions of the Casualty EventOriginal Lease, as amended, shall remain in full force and (C) Tenant has paid or has caused to effect. 13. This Agreement shall be paid to Landlord as its interests may appear all insurance deductibles, binding on the parties hereto and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location their respective successors and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsassigns.

Right to Terminate. Notwithstanding This Agreement may be terminated during its Term or during any other provision renewal terms as follows: 5.2.1 Licensor shall be entitled to the contrary contained terminate this Agreement immediately upon written notice delivered to Licensee if Licensee engages in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to an intentional material unauthorized use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not SLS Intellectual Property and fails to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than cure such unauthorized use within thirty (30) days following after receipt of written notice of the unauthorized use. 5.2.2 Licensor shall be entitled to terminate this Agreement upon fifteen (15) days’ notice to Licensee if: (a) a material breach occurs which is of the same nature, and which violates the same provision of this Agreement, as a breach of which Licensor has given Licensee written notice two (2) times within the preceding eighteen (18) months (notwithstanding that Licensee may have subsequently cured any such Casualty Eventprior breaches), to cause Landlord to modify (b) Licensee willfully and intentionally breaches this Lease to remove Agreement, (c) Licensee breaches a material provision of this Agreement and the damaged breach is not reasonably capable of being cured, or (d) Licensee uses the SLS Intellectual Property Location (and reduce the Rent pursuant to in an intentional material violation of the terms of Section 14.04 belowthis Agreement that is not cured within fifteen (15) and, days following such removal, Tenant notice thereof to Licensee. 5.2.3 Licensee shall have no further responsibility be entitled to Landlord with respect terminate this Agreement upon thirty (30) days’ prior written notice to such damaged Property Location, except for such indemnity Licensor upon the default or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date material breach of the Casualty Event, and HMA by Licensor or its affiliates unless cured within such thirty (C30) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restorationday period; provided, however, if such default or material breach is non-monetary and cannot reasonably be cured within such thirty (30) days, Licensee shall have the right to extend the cure period provided that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, Licensee commences to cure such default or material breach within thirty (30) days after such notice by Licensor and ordinary payroll insurance proceedsthereafter diligently complete such cure within sixty (60) days after notice by Licensor.

Right to Terminate. Notwithstanding any other provision to Either Party may void the contrary contained in this Article 14, in the event thatRenewal Notice, as a result defined in Section 2. b. and/or terminate this Agreement at the expiration of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty EventInitial Term, or any of the Renewal Terms, by giving the other party written notice of its intention to terminate (iithe “Termination Notice”) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for this Agreement no more than one hundred eighty (1180) one (1) year, or (2) days and no less than one hundred twenty (120) days if such Casualty Event has occurred in prior to the last two (2) years end of the existing Initial Term or Renewal Term (collectively referred to as the “License Term”). This Agreement may be terminated by either Party upon one hundred twenty (120) days prior written notice to the other Party, if the Property becomes unusable for wireless communications due to: (i) any extension change in governmental regulations, including but not limited to the regulations of the TermFCC or the Federal Aviation Agency (“FAA”) or any other federal, state or local regulations or codes; or (bii) Landlord elects either Party’s inability to obtain or maintain any governmental approval, (the “Governmental Approval), permit or license necessary to use the Property for the purpose permitted hereunder or to operate Licensee’s Telecom Equipment, through no fault of such Party; or (iii) if Licensee determines that the Premises are not appropriate for its operations for technological reasons, including, without limitation, signal interference upon one hundred twenty (120) days written notice, along with written evidence for reasons expressed in subsections 3(d)(i)(ii)(iii), and payment to provide Licensor of a termination fee equal to six (6) months of the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, License Fees at the then current rate. If Licensee’s subject to installations remain upon the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than Premises after thirty (30) days following the expiration and/or termination date (the “Termination Date”), of this Agreement, such Casualty Event, to cause Landlord to modify use shall be deemed a month-to-month use under the same terms and conditions of this Lease to remove Agreement except that the damaged Property Location monthly License Fee (and reduce as hereinafter defined) shall be in the Rent pursuant amount of 150% of the monthly License Fee in effect at the expiration of this Agreement prorated to the terms of Section 14.04 below) and, following such removal, Tenant date Licensee removes its Equipment from the Premises. Nothing contained herein shall have no further responsibility grant Licensee the right to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions holdover after the term of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant Agreement has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsexpired.

Right to Terminate. Notwithstanding any other provision to If, after the contrary contained in this Article 14, in the event that, as a result of such a Casualty EventEffective Date, (a) Tenant any portion of the Phase I Property and Phase IB Property, as applicable, is taken by condemnation or eminent domain (or is the subject of a pending taking), or (b) any portion of the Phase I Property and Phase IB Property, as applicable, is damaged or destroyed (excluding routine wear and tear and damage caused by any Buyer’s Representative), Seller shall reasonably estimate notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If the exercise Phase I Property and Phase IB Property, as applicable, is the subject of good faith business judgment a Major Casualty/Condemnation (as hereinafter defined) that occurs after the Effective Date, Buyer shall have the right to terminate this Agreement by giving written notice to Seller no later than ten (10) Business Days after the giving of Seller’s notice, and the applicable Scheduled Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to terminate this Agreement within such ten (10) Business Day period shall be deemed an election not to terminate this Agreement. If this Agreement is terminated pursuant to this section, the Deposit shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement. For the purposes of this Agreement, “Major Casualty/Condemnation” shall mean any casualty, condemnation proceedings, or eminent domain proceedings if (i) the applicable portion of the Phase I Property Location cannot be used for and Phase IB Property, as applicable, that is the same purpose and substantially subject of such casualty or such condemnation or eminent domain proceedings has a value in excess of ONE MILLION FIVE HUNDRED THIRTY ONE THOUSAND TWO HUNDRED FIFTY DOLLARS ($1,531,250.00) with respect to the same utility Phase I Property or TWO MILLION ONE HUNDRED NINETY EIGHT THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($2,198,750.00) with respect to the Phase IB Property, as before such Casualty Eventreasonably determined by Seller, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) yearany casualty is an uninsured casualty and Seller, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Termits sole and absolute discretion, or (b) Landlord elects does not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, elect to cause Landlord the damage to modify this Lease to remove be repaired or restored or give Buyer a credit at the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except applicable Closing for such indemnity repair or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsrestoration.

Right to Terminate. Notwithstanding any other provision to the contrary contained in this Article 14, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant▇▇▇▇▇▇’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant▇▇▇▇▇▇’s Personalty, and ordinary payroll insurance proceeds.

Right to Terminate. Notwithstanding any other provision If (a) in the opinion of Landlord s architect reasonably exercised, damage to the contrary contained in Damaged Property cannot be repaired within three hundred sixty (360) days from the date of the damage, or (b) despite Landlord s having carried all of the insurance required under Section 7.6 hereof, the insurance proceeds available to Landlord to perform such repair and restoration is insufficient, then Landlord may terminate this Article 14Lease by notice to Landlord within twenty (20) days from the date on which the architect's opinion is delivered to Tenant. Notwithstanding the foregoing, in the event that, that Landlord shall elect to terminate this Lease solely as a result of such a Casualty Eventthe insufficiency of insurance proceeds, (a) Tenant shall reasonably estimate have the option to elect to fund any deficiency required to complete the restoration required under this Article VIII, by written notice delivered to Landlord within ten (10) business days after receipt of such termination notice from Landlord. In the event that Tenant shall so timely elect to fund the remaining amount of the costs and expenses of restoration, Landlord's termination shall be null and void, and Landlord shall proceed to restore the Damaged Property as required hereunder. Tenant shall fund such sums during the construction process within twenty (20) days after receipt of a requisition from Landlord, and the amount of any such reimbursement shall be pro rata based on a fraction, the numerator of which is the total costs and expenses of restoration in excess of the exercise insurance proceeds available to Landlord, and the denominator of good faith business judgment that which is the total costs and expenses of the restoration. In such case, Tenant shall have the right to offset such sums expended by Tenant from the next due payments of Base Rent due under this Lease, but not in excess of one year's Base Rent hereunder. (i) in the applicable opinion of Landlord's architect reasonably exercised, damage to the Damaged Property Location cannot be used for repaired within three hundred sixty (360) days from the same purpose and substantially with date of the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) yeardamage, or (2) one hundred twenty (120) days if such Casualty Event has occurred in Landlord commences and proceeds with due diligence but fails to complete the last two (2) years repair of the Term or any extension of the Term, or Damaged Property as required by Section 8.3 within such three hundred sixty (b360) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, thenday period, subject to delays caused by Tenant or as a result of force majeure, then Tenant may terminate this Lease as follows: for the terms and conditions hereinafter set forthreason stated in subparagraph (i), Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty within twenty (3020) days following from the date on which the architect's opinion is delivered to Tenant; and (ii) for the reason stated in subparagraph (2), by such Casualty Eventnotice within twenty (20) days from the end of the three hundred sixty (360) day period, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) andas such period may have been extended. Upon termination, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Base Rent and other amounts payable with respect to the damaged Property Location through Additional Rent shall be apportioned as of the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, damage and all insurance proceeds which prepaid Base Rent and Additional Rent shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsbe repaid.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate ------------------ this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occurs: (i) Insurance proceeds are not available to pay one hundred percent (100%) of the applicable Property Location cannot be used for cost of such repair, excluding the same purpose and substantially with the same utility as before such Casualty Event, or deductible; (ii) it will The Premises cannot, with reasonable diligence, be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or (iii) The Premises cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within sixty (60) days after such damage or destruction, and ordinary payroll this Lease shall terminate thirty (30) days after the date Tenant receives such notice. If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Premises as soon as practicable, and this Lease will continue in full force and effect. All insurance proceedsproceeds from insurance under Paragraph 21., excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall not be obligated to pay any such deductible if Landlord elects to terminate the lease due to casualty not caused by Tenant, its subtenants or their respective agents, employees, contractors or invitees. In no case shall the total deductible for casualty insurance or the amount of deductible paid by Tenant for any casualty, except for earthquake, exceed fifteen thousand dollars ($15,000). The total deductible amount for any earthquake casualty shall not exceed ten percent (10%) of the then current replacement cost of the improvements to be restored, and Tenant shall be obligated to pay up to one-half (5%) of this amount. Tenant shall have the right to terminate this Lease, if the Premises cannot, with reasonable diligence, be fully repaired within one hundred ninety-five (195) days from the date of damage or destruction, or if the estimate of the time required for such repair indicates that the repair will require in excess of one hundred ninety-five (195) days from the date of the damage or destruction. The determination of the estimated repair period shall be made by Landlord in its good faith business judgment within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord.

Right to Terminate. Notwithstanding any other provision Landlord acknowledges and understands that it is Tenant's intent that this Lease comply with Rule 13 of the Financial Accounting Standards Board ("FASB 13") in order to permit Tenant, for accounting purposes, to treat this Lease as an operating lease. For that purpose, Landlord hereby agrees that, notwithstanding anything to the contrary contained herein, Tenant may elect to terminate this Lease effective as of the expiration of the sixteenth (16th) Lease Year of the Term by giving Landlord written notice of its election not later than the expiration of the ninth (9th) Lease Year of the Term (the "Termination Notice"). Tenant shall not, however, have the right to terminate this Lease if Tenant shall be in default hereunder either at the time of delivery of the Termination Notice or as of the effective date of termination. If Tenant fails for any reason to deliver the Termination Notice by the expiration of the ninth (9th) Lease Year, Tenant's right to so terminate this Article 14, Lease shall not have expired or be deemed to have been waived until such time as (i) Landlord not)fies Tenant in writing that the event that, as a result date for the delivery of such a Casualty Event, the Termination Notice is past due (athe "Reminder Notice") and (ii) Tenant shall reasonably estimate in the exercise of good faith business judgment that have failed, within thirty (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (12030) days if such Casualty Event has occurred in the last two (2) years following Tenant's receipt of the Term or any extension of Reminder Notice, to have delivered to Landlord the Term, or (b) Landlord elects not Termination Notice. In the event Tenant exercises its right to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject terminate this Lease pursuant to the terms and conditions hereinafter set forthforegoing, Tenant Landlord shall have the right, exercisable by written notice given to Landlord no later Tenant, to select an effective termination date earlier than thirty the expiration of the sixteenth (3016th) Lease Year (the "Early Termination Effective Date"), provided that the Early Termination Effective Date shall not be early than the date one hundred twenty (120) days following such Casualty Event, to cause Landlord to modify the date Tenant receives Landlord's written notice designating said Early Termination Effective Date. The parties further acknowledge that this Lease is being entered into in conjunction with those certain two (2) other Lease Agreements, one of which relates to remove a parcel of real property located in Auburn, Massachusetts and is by and between Tenant and LM Auburn Assisted Living LLC, a Massachusetts limited liability company (the damaged Property Location "Auburn Lease") and the other of which relates to a parcel of real property located in Louisville, Kentucky and is by and between Ten_nt and LM Louisville Assisted Living LLC, a Delaware limited liability company (the "Louisville Lease"). The Auburn Lease and reduce the Rent Louisville Lease each include a provision comparable to this Section 2.2 which permits Tenant to terminate each such lease early. The exercise by Tenant to terminate either the Auburn Lease and/or the Louisville Lease pursuant to any such comparable provision thereof shall also be deemed an election by Tenant to terminate the Term of this Lease pursuant to the terms of this Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity 2.2 regardless of whether or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to delivered the damaged Property Location through the date of the Casualty Event, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personalty, and ordinary payroll insurance proceedsTermination Notice hereunder.

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate ------------------ this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) Insurance proceeds are not available to pay one hundred percent (100%) of the applicable Property Location cannot cost of such repair, excluding the deductible for which Tenant shall be used for the same purpose and substantially with the same utility as before such Casualty Event, or responsible; (ii) it will The Building cannot, with reasonable diligence, be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty eighty (120180) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or (iii) The Building cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination). If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Building as soon as practicable, and this Lease will continue in full force and affect. All insurance proceedsproceeds from insurance under paragraph 21, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Building cannot, with reasonable diligence, be fully repaired within one hundred, eighty (180) days from the date of damage or destruction. The determination of the estimated repair periods in this paragraph 23 shall be made by an independent licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination).

Right to Terminate. Notwithstanding Upon or at any time during the occurrence of any Event of Default, and In addition to any and all rights and/or remedies available to Landlord at law, in equity and/or pursuant to any other provision to the contrary contained in of this Article 14Lease, in the event that, as a result of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that (i) the applicable Property Location cannot be used for the same purpose and substantially with the same utility as before such Casualty Event, or (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) one hundred twenty (120) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right; (a) to elect to terminate this Lease and the Term created hereby, exercisable by written notice given in which event Landlord forthwith may repossess the Premises and Tenant shall pay at once to Landlord no later than thirty all rent and other sums payable by Tenant as of the date of termination plus (30I) days following any other sum of money and damages due or to become due to Landlord from Tenant, and (2) the amount required to reimburse Landlord for any and all costs and expenses incurred by Landlord in connection with (aa) recovering possession of the Premises, (bb) any reletting (s), including without limiting the generality of the foregoing, any and all costs of brokerage, (cc) putting and keeping the Premises in good order, (dd) making such Casualty Eventalterations, to cause Landlord to modify this Lease to remove the damaged Property Location (repairs, replacements and reduce the Rent pursuant decorations in and to the terms Premises as Landlord in its sole judgment shall consider advisable and/or necessary for the purpose of Section 14.04 belowreletting the Premises, and (ee) andfree rent, following such removaltenant improvement allowances and/or expenses and/or other concessions granted, Tenant shall have no further responsibility paid or incurred by Landlord in connection with any reletting(s) up to Landlord with respect the expiration of the Term; or RM:6995119:7 Village Center Lease Agreement Initials: L: , T: (b) to such damaged Property Location, except for such indemnity or other provisions elect to terminate Tenant’s right to possession of the Premises without termination of this Lease (but without prejudice to Landlord’s right to elect at any time thereafter to terminate this Lease pursuant to Section 16.02(a) above or pursuant to any other right granted to Landlord), in which may relate event (i) Tenant agrees to such damaged Property Location. Such modification shall not be effectivesurrender possession and vacate the Premises immediately and deliver possession thereof to Landlord, and (ii) Tenant hereby grants to Landlord full and free license to enter into and upon the Premises, in whole or in part, with or without process of law, to dispossess any and all persons, firms and/or corporations who may be occupying the Premises or any part thereof, and to remove any and all property therefrom, all without terminating this Lease or releasing Tenant in whole or in part from Tenant’s obligation to pay Rent hereunder shall continuerent, until and unless (A) to perform the covenants, conditions and agreements to be performed by Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through the date of the Casualty Eventas provided in this Lease, and (Ciii) Tenant has paid agrees that Landlord, in the exercise of the aforementioned rights and licenses shall in no event be being deemed in any manner guilty of trespass, eviction or has caused to be paid to Landlord as its interests may appear all insurance deductiblesforcible entry or detainer, and all insurance proceeds which that Landlord shall in no event be deemed to have been paid relinquished Landlord’s right to rent or any other right of Landlord under this Lease or by operation of law, and (iv) Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, agrees that Tenant shall retain those insurance proceeds pay to Landlord forthwith upon demand the amount required to reimburse Landlord for any and all costs and expenses incurred by Landlord in which connection with (aa) recovering possession of the Premises, (bb) any reletting(s), including without limiting the generality of the foregoing, any and all costs of brokerage, (cc) putting and keeping the Premises in good order, (dd) making such alterations, repairs, replacements and decorations in and to the Premises as Landlord does not have an interest including, but not limited to, Tenant’s Personaltyin its sole judgment shall consider advisable and/or necessary for the purpose of reletting the Premises, and ordinary payroll insurance proceeds.(ee) free rent, tenant improvement allowances and/or expenses and/or other concessions granted, paid or incurred by Landlord in connection with any reletting(s) up to the expiration of the Term,

Right to Terminate. Notwithstanding any other provision Landlord shall have the right to the contrary contained in terminate this Article 14, Lease in the event that, as a result any of such a Casualty Event, (a) Tenant shall reasonably estimate in the exercise of good faith business judgment that following events occur: (i) Insurance proceeds from the applicable Property Location caninsurance Landlord is required to carry pursuant to PARAGRAPH 21.C are not available to pay one hundred percent (100%) of the cost of such repair, excluding the deductible for which Tenant shall be used for the same purpose and substantially with the same utility as before such Casualty Event, or responsible; (ii) it will The Building cannot, with reasonable diligence, be unable to use such damaged Property Location for the customary operation of Tenant’s business for more than (1) one (1) year, or (2) fully repaired by Landlord within one hundred twenty eighty (120180) days if such Casualty Event has occurred in the last two (2) years of the Term or any extension of the Term, or (b) Landlord elects not to provide the insurance proceeds from any Casualty Event to Tenant in accordance with a Casualty Withholding Event under Section 14.01, then, subject to the terms and conditions hereinafter set forth, Tenant shall have the right, exercisable by written notice given to Landlord no later than thirty (30) days following such Casualty Event, to cause Landlord to modify this Lease to remove the damaged Property Location (and reduce the Rent pursuant to the terms of Section 14.04 below) and, following such removal, Tenant shall have no further responsibility to Landlord with respect to such damaged Property Location, except for such indemnity or other provisions of this Lease which may relate to such damaged Property Location. Such modification shall not be effective, and Tenant’s obligation to pay Rent hereunder shall continue, until and unless (A) Tenant has complied with all obligations pursuant to Article 6 hereof, (B) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location through after the date of the Casualty Eventdamage or destruction; or (iii) The Building cannot be safely repaired because of the presence of hazardous factors, and (C) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance deductibles, and all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such Property Location and not utilized towards the Restoration; provided, however, that Tenant shall retain those insurance proceeds in which Landlord does not have an interest including, but not limited to, Tenant’s Personaltyearthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to terminate this Lease, Landlord may give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and ordinary payroll this Lease shall terminate fifteen (15) days after the date Tenant receives such notice and both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination). If Landlord elects not to terminate the Lease, subject to Tenant's termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Building as soon as practicable, and this Lease will continue in full force and affect. All insurance proceedsproceeds from insurance under Paragraph 21, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the Building cannot, with reasonable diligence, be fully repaired within three hundred sixty-five (365) days from the date of damage or destruction. The determination of the estimated repair periods in this PARAGRAPH 23 shall be made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. Upon such termination both Landlord and Tenant shall be released of all further liability under this Lease (except to the extent any provision of this Lease expressly survives termination).