Common use of Right to Terminate Clause in Contracts

Right to Terminate. 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 mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 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 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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. If the Premises or the Building are damaged by fire or Notwithstanding any other insured casualty, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord provision to the extent contrary contained in this Article 14, in the event that, as a result of such insurance proceeds availablea Casualty Event, provided (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 repairs canCasualty Event, in Landlordor (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s reasonable discretionbusiness for more than (1) one (1) year, be completed within or (2) one hundred twenty (120) days after if such Casualty Event has occurred in the occurrence 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 damage, without Property Location and not utilized towards 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 conduct of its businessRestoration; provided, however, if the damage is due to the fault or neglect of that Tenant or its employeesshall retain those insurance proceeds in which Landlord does not have an interest including, agentsbut not limited to, 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 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, appurtenancesPersonalty, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry ordinary payroll insurance of 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 costproceeds.

Right to Terminate. If the Premises or the Building are is damaged by fire or other insured casualty, casualty and Sublessor cannot restore the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by Premises as required in Article 12.2 because (a) applicable zoning and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part land use regulations will not allow restoration of the Premises which is unusable (or a building similar to the Premises that will satisfy Sublessee’s needs, as determined by Tenant in Sublessee) or (b) insurance proceeds are or will be insufficient to restore the conduct of its business; Premises, provided, however, that Sublessor has complied with its insurance obligations set forth in Article 11 and provided further that Sublessee does not agree to pay for restoration costs in excess of available insurance proceeds, or (c) if the damage is due lessor under the Ground Lease shall refuse to allow Sublessor to restore the fault or neglect of Tenant or its employees, agentsPremises, or invitees(d) unless Sublessee agrees to exercise its Extension Options, there shall be no abatement of Rent. If repairs cannot, in Landlord’s reasonable discretion, be made within said one hundred twenty if such casualty occurs during the last twelve (12012) day period, Landlord shall notify Tenant within sixty (60) days months 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 repairsTerm, then either party Sublessor may, by written notice to the otherbut shall not be required to, cancel terminate this lease Lease as of the date of such damage by written notice to Sublessee within thirty (30) days after the occurrence date of such fire or other casualty. If Sublessor elects to terminate this Lease in accordance with this Article 12, Sublessee shall have a right of first offer with respect to any new building or improvements constructed by Sublessor (or any of Sublessor’s affiliates) on the Lot (which right shall survive said termination of the damageLease for a period of five years). Except as provided in this Section 17, there Such right of first offer shall be no abatement exercised in accordance with the terms and provisions 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision Section 1.5 of this Lease. If Sublessor does not elect to terminate this Lease pursuant to the preceding sentence, Sublessor shall diligently and that Landlord shall not be required to promptly repair any injury or the damage caused by fire or other cause, or to make any repairs or replacements to or of improvements installed in and restore the Premises by or for Tenant at Tenant’s costpursuant to Section 12.2 below.

Right to Terminate. If the Premises or the Building are damaged by fire or other insured casualtyIf, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damageEffective Date, 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 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 reasonable discretion, be made within said one hundred twenty (120a) 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 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 Property is taken by condemnation or eminent domain (or is the Premisessubject of a pending taking), or (b) any portion of the Property is damaged or destroyed, Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If the Property is the subject of 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 fixtures, appurtenances, provide sufficient time for Buyer and equipment therein necessitated Seller to close. The failure by Buyer to terminate this Agreement by the damageCasualty Notice Date shall be deemed an election not to terminate this Agreement. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings If this Agreement is terminated pursuant to this Section 10.1, and, thereafter, the parties shall have no further rights or on any fixtures or equipment removable by Tenant under obligations hereunder except for obligations which expressly survive the provision termination of this LeaseAgreement. For the purposes of this Agreement, “Major Casualty/Condemnation” shall mean (i) any casualty, condemnation proceedings, or eminent domain proceedings if the portion of the Property that is the subject of such casualty or such condemnation or eminent domain proceedings has a value in excess of seven and that Landlord shall one half percent (7.5%) of the Purchase Price, as reasonably determined by a third party contractor or architect selected by Seller and reasonably acceptable to Buyer, or (ii) any uninsured casualty which Seller does not be required agree (as set forth as a written modification of the Net Lease reasonably acceptable to Seller and Buyer executed and delivered on the Closing Date and guaranteed pursuant to the Net Lease Guaranty), in its sole and absolute discretion, to repair any injury or damage caused by fire or other cause, or restore in a manner acceptable to make any repairs or replacements to or of improvements installed in the Premises by or for Tenant at Tenant’s costBuyer.

Right to Terminate. 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 mortgages or deeds of trust covering the BuildingAs used in this Agreement, the damage 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 repaired by and at the expense of Landlord extended pursuant to Section 3.2(a) or Section 3.2(b)(i)). Notwithstanding anything contained in this Agreement to the extent of such insurance proceeds availablecontrary, provided such repairs canPurchaser shall have the right, for any reason or no reason, to elect (in Landlord’s reasonable its sole and absolute discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 terminate this Agreement 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, 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 delivering written notice to Seller at any time prior to the other, cancel this lease as expiration of the date Inspection Period, in which event Purchaser shall receive a full refund of the occurrence Initial Deposit and Purchaser and Seller shall be released of all further obligations under this Agreement (except for any obligations which expressly survive the damagetermination of this Agreement). Except as provided in If Purchaser exercises its right to terminate this Agreement under this Section 173.2, there 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”) provided, that, (i) such Purchaser’s Materials shall be no abatement of Rent and no liability of Landlord by reason of delivered to Seller without any injury, inconvenience, temporary limitation of access representation 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance warranty of any kind on Tenantby Purchaser; (ii) Purchaser’s furniture obligation to deliver of any Purchaser’s Materials shall be subject to any applicable copyright or other proprietary rights of others therein and furnishings to any restrictions under any agreement with the third party that prepared such Purchaser’s Materials or on any fixtures or equipment removable by Tenant under the provision of this Lease, and that Landlord other third party consent rights; (iii) Purchaser shall not be required to repair incur any injury cost or damage caused by fire or take any other causeaction to compel, persuade, or otherwise allow any third parties to make approve of the furnishing of any repairs Purchaser’s Materials to Seller; and (iv) Purchaser shall have no liability to Seller or replacements any other party whatsoever with respect to any such Purchaser’s Materials or the refusal of improvements installed in any third parties to approve of the Premises by or for Tenant at Tenantfurnishing of any Purchaser’s costMaterials to Seller. The foregoing requirement that Purchaser deliver Purchaser’s Materials to Seller shall survive the termination of this Agreement.

Right to Terminate. If This Agreement may be terminated at any time prior to the Premises 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 Agreement). (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 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 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 Building are damaged 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 the Superior Proposal, (iii) 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 fire 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 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 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 other insured casualtyan 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 insurance proceeds Company will not have been made available 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 Company receives a subsequent Acquisition Proposal (whether from the same 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 holder Potential Acquiror), and (ii) the Board, acting upon the recommendation of the Special Committee, determines that the subsequent Acquisition Proposal or holders tender offer or exchange offer is a Superior Proposal even taking into account the amendment to this Agreement as a result of any mortgages the Price Increase Notice, and resolves to accept the Superior Proposal, or deeds 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 trust covering a subsequent Acquisition Proposal or tender offer or exchange offer that the BuildingBoard, acting upon the damage shall recommendation of the Special Committee, determines to be repaired 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 and 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 expense discretion of Landlord the Board, acting upon the recommendation of the Special Committee), and (y) if Parent asks to discuss with the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after Special Committee during the occurrence of such damage, without two Business Day period modifying the payment of overtime Tender Offer Price or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part terms 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, 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 this Agreement to make the repairs. If Landlord elects not to make the repairsTransactions, then either party mayas modified, by written notice as favorable to the otherCompany’s common stockholders as the subsequent Acquisition Proposal or tender offer or exchange offer that the Board, cancel 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 lease 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 Acquisition 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) there is a public statement, for which neither Parent, any subsidiary of Parent or anyone acting on their behalf is responsible, to the effect that the Board, acting upon the recommendation of the Special Committee, intends to withdraw its recommendation or modify it in a manner adverse to the Transactions and, if requested by Parent, the Company does not within three full Business Days after the date of the occurrence request, with the approval of the damage. Except as provided in 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 (ii) the party seeking to terminate this Agreement pursuant to this Section 17, there 8.1(j) has not breached in any material respect its obligations under this Agreement in any manner that shall be no abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access have proximately caused or interference to or with Tenant’s business or property arising from resulted in the making of any necessary repairs, or any alterations or improvements in or to any portion failure of the Building or the Premises, or in or Tender Offer to fixtures, appurtenances, and equipment therein necessitated have been consummated by the damage. Tenant understands that Landlord will not carry insurance of 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 costsuch date.

Right to Terminate. If 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 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 the Building are damaged by fire Premises for the customary operation of Tenant’s business for more than (1) one (1) year, or other insured casualty, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within (2) one hundred twenty (120) days after if such Casualty Event has occurred in the occurrence 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 damageCasualty Event, without to cause Landlord to terminate this Lease and, following such termination, Tenant shall have no further responsibility to Landlord with respect to the payment of overtime Premises, except for such indemnity or other premiumsprovisions of this Lease which may survive by their terms. Until the repairs are completedSuch termination shall not be effective, the and Tenant’s obligation to pay Rent hereunder shall be abated in proportion 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 part 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 the Premises which is unusable by Tenant in and not utilized towards the conduct of its businessRestoration; provided, however, if the damage is due to the fault or neglect of that Tenant or its employeesshall retain those insurance proceeds in which Landlord does not have an interest including, agentsbut not limited to, 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 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, appurtenancesPersonalty, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry ordinary payroll insurance of 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 costproceeds.

Right to Terminate. If Landlord shall have the option to terminate this ------------------ Lease if the Premises or the Building are is destroyed or damaged by fire or other insured casualty, and regardless of whether the insurance proceeds have been made available by casualty is insured against under this Lease, if Landlord reasonably estimates that the holder repair of the Premises or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs Building can, in Landlord’s reasonable discretion, not be completed within one hundred twenty eighty (120180) days after the occurrence casualty. Landlord shall also have the right to terminate this Lease if the repair is not fully covered by insurance maintained (or required to be maintained) by the Landlord pursuant to this Lease other than by reason of such damage, without the payment of overtime 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 premiums. Until casualty, and Landlord reasonably estimates that the repairs are completed, the Rent shall be abated in proportion to the part repair 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, agents, or invitees, there shall cannot be no abatement of Rent. If repairs cannot, in Landlord’s reasonable discretion, be made completed within said one hundred twenty eighty (120180) day period, days after the casualty. Landlord shall notify Tenant of Landlord's reasonable repair period estimate within sixty (60) days of after the date of occurrence of the damage as to whether or not Landlord elects to make the repairscasualty. If Landlord elects not a party desires to make exercise the repairsfight to terminate this Lease as a result of a casualty, then either the party may, shall exercise the right by giving the other party written notice of its election to the otherterminate within thirty (30) days after delivery of Landlord's repair period estimate, cancel in which event this lease as of Lease shall terminate fifteen (15) days after the date of the occurrence of terminating party's notice. If neither Landlord nor Tenant exercises 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 right 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision of terminate this Lease, this Lease shall continue in full force and that effect and Landlord shall not be required to promptly commence the process of obtaining necessary permits and approvals, and shall commence 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 costthe Building as soon as practicable and thereafter prosecute the repair diligently to completion.

Right to Terminate. If Landlord shall have the Premises or right to terminate this Lease in the Building are damaged by fire or other insured casualty, and event any of the following events occur: (i) insurance proceeds from the insurance proceeds have been made Landlord is required to carry pursuant to Paragraph 21.C, or that Landlord actually carries, are not available by to pay one hundred percent (100%) of the holder or holders cost of any mortgages or deeds of trust covering such repair, excluding the Building, the damage deductible for which Tenant shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct of its businessresponsible; 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 have no right to terminate the damage is due Lease pursuant to this item (i); (ii) the fault or neglect of Tenant or its employees, agents, or invitees, there shall be no abatement of Rent. If repairs Building cannot, in Landlord’s with reasonable discretiondiligence, be made fully repaired by Landlord within said one three hundred twenty (120) day period, Landlord shall notify Tenant within sixty (60360) days of after the date of occurrence the damage or destruction; or (iii) the Building cannot be safely repaired because of the damage as to whether or presence of hazardous factors, including, but not limited to, earthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to make 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 repairsdate 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 make terminate the repairsLease, then either party maysubject to Tenant's termination right set forth below, by written notice to Landlord shall promptly commence the other, cancel this lease as process of the date of the occurrence of the damage. Except as provided in this Section 17, there shall be no abatement of Rent obtaining necessary permits 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 approvals and repair of the Building or the Premises, or in or to fixtures, appurtenancesas soon as practicable, and equipment therein necessitated by the damagethis Lease will continue in full force and affect. All insurance proceeds from insurance under Paragraph 21, excluding proceeds for Tenant's Personal Property, shall be disbursed and paid to Landlord. Tenant understands that Landlord will not carry insurance of 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 pay to Landlord the amount of any injury or damage caused by fire or other cause, or to make any repairs or replacements to or of improvements installed deductibles payable in the Premises by or for Tenant at Tenant’s cost.connection

Right to Terminate. 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 mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s 's reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 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 '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 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 '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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s '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 's cost.

Right to Terminate. 10.2.1 If the Premises or the Building are damaged by fire or other insured casualtyTenant determines, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord subject to the extent rights of such insurance proceeds availablethe Leasehold Mortgagees, provided such repairs can, in Landlord’s reasonable discretion, be completed by notice to Landlord given within one hundred twenty eighty (120180) 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 damageCasualty, without then Tenant may, with the payment prior written consent of overtime or other premiumsall Leasehold Mortgagees, terminate this Lease as of a date that is not less than thirty (30) days after the date of such notice. Until the repairs are completedIf Tenant terminates this Lease pursuant to this Section 10.2, the Rent Tenant shall be abated in proportion responsible for and shall bear all costs to remove all remaining improvements and debris from the part 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 which is unusable by Tenant to Landlord in “pad-ready” condition with no excavations or other holes in the conduct of its business; providedground surface. 10.2.2 Prior to surrendering the Premises to Landlord, however, if the damage is due to the fault or neglect duly authorized representatives of Tenant or its employeesand Landlord will together inspect the Premises to evaluate the state of the Premises. After such inspection, agentsboth representatives together will establish in writing any further work to be done by Tenant, or inviteesthe time schedule to perform such work and the inspection date of such work, there shall be no abatement of Rentin order to make the Premises “pad ready” upon surrender to Landlord. If repairs cannot, in Landlord’s reasonable discretion, be made within said one hundred twenty (120) day periodLandlord 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 sixty 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 restoration work shall be reimbursed by Tenant within thirty (6030) days of the date Tenant’s receipt of occurrence of the damage as to whether or not Landlord elects to make the repairs. If Landlord elects not to make the repairsLandlord’s detailed invoices, then either party may, by written notice it being understood that these expenses shall be limited to the othercost of labor at either the Landlord’s or its contractor’s “fully loaded” union labor rates, cancel this lease as plus the cost 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 costmaterials (if any).

Right to Terminate. So long as no Event of Default has occurred and is continuing, Lessee shall have the right on at least [*] (which notice shall be irrevocable, except as provided below), to terminate this Lease by written notice from its chief financial officer to 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 the Termination Date "as is", without any warranty by Lessor except as to Lessor's title, on behalf of Lessor. If Lessee receives any bid, it shall, at least 10 Business Days prior to the Premises or proposed day of sale, certify to Lessor in writing the Building are damaged by fire or other insured casualtyamount and terms of such bid, the proposed date of sale and the insurance proceeds have been made available name and address of the potential buyer (which may be Lessor or any Affilate of Lessor, but shall not be Lessee 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 holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord date 10 days prior to the extent of proposed Termination Date (unless such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct of its business; provided, however, if the damage withdrawal is due to the fault 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 neglect prior to the proposed Termination Date), and thereupon this Lease shall continue in full force and effect. Withdrawal of Tenant notice of termination shall not exhaust the Lessee's right to give a further notice of termination as provided herein. On the Termination Date or its employees, agents, or invitees, there such other date of sale as shall be no abatement of Rent. If repairs cannotconsented to in writing by Lessor and Lessee, which date shall thereafter be deemed the Termination Date, Lessee shall, upon payment in Landlord’s reasonable discretion, be made within said one hundred twenty (120) day period, Landlord shall notify Tenant within sixty (60) days full of the amounts described in Section 24.2, deliver the Airframe and Engines or engines installed thereon to the party which shall have prior to such date of occurrence submitted the highest bona fide cash bid to close such sale and purchase of the damage as same, and shall duly transfer to whether or such party title to any engines which are not Landlord elects to make Engines delivered with the repairsAirframe. If Landlord elects not to make the repairs, then either party may, by written notice Lessor shall simultaneously therewith sell and convey title ------- * Confidential to the other, cancel this lease as of Airframe and the date of the occurrence of the damage. Except Engines or engines conveyed to Lessor as provided in this Section 1710 to such party, there shall be no abatement in "as-is, where-is" condition, without recourse or warranty (except a warranty as to the absence of Rent 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 no liability interest 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 Lessor in or and to any portion Engines constituting part of the Building Aircraft which were not delivered to the purchaser with the Airframe. Lessee shall pay all reasonable out-of-pocket expenses of Lessor in connection with any termination or the Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision proposed termination 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. So long as no Notified Default has occurred and is continuing, Lessee shall have the right during the Basic Term on at least 180 days prior written notice, to terminate this Lease by written notice from its Chief Financial Officer to 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 Lessee and Owner Participant may also bid.) If Lessee receives any bid acceptable to it, it shall, at least 10 Business Days prior to the Premises proposed date of sale thereunder, certify to Lessor in writing the amount and terms of such acceptable bid, the proposed date of sale and the name and address of the potential buyer. Lessee may, by notice to Lessor, withdraw its notice of termination at any time on or before the Building are damaged by fire or other insured casualtyproposed 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 insurance proceeds have been made available by Term. On the holder Termination Date or holders such other date of any mortgages or deeds of trust covering the Building, the damage sale as shall be repaired consented to by Lessee (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 at the expense of Landlord Engines or engines installed thereon to the extent party which shall have prior to such date submitted the highest acceptable cash Dollar bid (net of brokerage commissions) to close such insurance proceeds availablesale and purchase of the same (which shall not be Lessee 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 shall duly transfer to such party title to any engines which are not Engines delivered with the Airframe. Lessor shall simultaneously therewith sell and convey title to the Airframe and the Engines or engines conveyed to Lessor as provided in Section 10 to such repairs canparty, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage"as-is" condition, without the payment of overtime recourse or other premiums. Until the repairs are completed, the Rent shall be abated in proportion 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 Premises Aircraft which is unusable by Tenant in the conduct of its business; provided, however, if the damage is due were not delivered to the fault purchaser with the Airframe. Lessee shall pay all reasonable out-of-pocket expenses of Lessor in connection with any termination 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision proposed termination 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. If The Authority may terminate this Framework Agreement if the Premises or Supplier has failed to provide the Building are damaged by fire or other insured casualtyrequired credit support within ten (10) Working Days of the Authority's request. Representations, warranties and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Buildingundertakings Supplier representations, the damage shall be repaired by warranties and at the expense of Landlord undertakings: The Supplier represents, warrants and undertakes to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 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 reasonable discretion, be made within said one hundred twenty (120) day period, Landlord shall notify Tenant within sixty (60) days of Authority that: as at the date of occurrence of the damage this Framework Agreement, all information contained in its Tender remains true, accurate and not misleading, except 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 may have been specifically disclosed in writing to the other, cancel this lease as of Authority prior to the date of this Framework Agreement; as at the occurrence date of this Framework Agreement, (and unless disclosed in writing to the damage. Except Authority), it has not taken any action, nor have any other steps been taken or legal proceedings commenced or, so far as provided 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 Section 17Framework Agreement, there no claim exists or is being assessed and no litigation, arbitration, administrative proceedings or regulatory investigations are presently in progress or, to the 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 no abatement provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence; as at the date of Rent this Framework Agreement and no liability throughout the Term of Landlord by reason 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 accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any injurydisruptive element (including any virus, inconvenienceworm and/or trojan horse) by the Supplier into systems, temporary limitation 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 access itself and its Affiliates or interference Parent Company, in the three (3) Years prior to the date of 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 jurisdiction in which it is established; and it has not performed any act or omission with Tenantrespect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or property arising on its ability to fulfil its obligations under this Framework Agreement and/or the Customer Contracts; as at the date of this Framework Agreement and throughout the Term of this Framework Agreement, all Customers shall obtain good title to the Electricity Products received 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant Supplier under the provision of this Lease, Contract and that Landlord at the respective Supply Point the Electricity Product so received shall not be required to repair any injury or damage caused by fire or other causefree from all liens, or to make any repairs or replacements to or charges and adverse claims of improvements installed in the Premises by or for Tenant at Tenant’s cost.every description; and

Right to Terminate. If Landlord shall have the right to terminate this Lease in the event any of the following events occur: (i) Insurance proceeds together with such sums which Tenant may in its sole discretion elect to contribute toward the cost 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 responsible; (ii) The Premises or the Building are damaged by fire or other insured casualtycannot, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Buildingwith reasonable diligence, the damage shall be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty eighty (120180) days after the occurrence of such 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 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 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 destruction; or (iii) The Premises or Building cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to make 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 repairsdate Tenant receives such notice. If Landlord elects not to make terminate the repairsLease, then either party mayLandlord shall promptly, by written notice to the other, cancel this lease as of following the date of such damage or destruction, commence the occurrence process of obtaining necessary permits and approvals, and shall commence repair of the damagePremises 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. Except as provided in this Section 17All insurance proceeds from insurance under Paragraph 21., there excluding proceeds for Tenant’s Personal Property, shall be no abatement of Rent disbursed and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or interference paid 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 equipment therein necessitated by the damageLandlord. Tenant understands that Landlord will not carry insurance of 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 pay to Landlord the amount of any injury or damage deductibles payable in connection with any insured casualties, unless the casualty was caused by fire the sole negligence or other cause, or to make any repairs or replacements to or willful misconduct of improvements installed in the Premises by or for Tenant at Tenant’s costLandlord.

Right to Terminate. If Landlord shall have the Premises or right to terminate ------------------ this Lease in the Building are damaged by fire or other insured casualty, and event any of the following events occur: (i) insurance proceeds from the insurance proceeds have been made Landlord is required to carry pursuant to Paragraph 21.C, or that Landlord actually carries, are not available by to pay one hundred percent (100%) of the holder or holders cost of any mortgages or deeds of trust covering such repair, excluding the Building, the damage deductible for which Tenant shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct of its businessresponsible; 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 have no right to terminate the damage is due Lease pursuant to this item (i); (ii) the fault or neglect of Tenant or its employees, agents, or invitees, there shall be no abatement of Rent. If repairs Building cannot, in Landlord’s with reasonable discretiondiligence, be made fully repaired by Landlord within said one three hundred twenty (120) day period, Landlord shall notify Tenant within sixty (60360) days of after the date of occurrence the damage or destruction; or (iii) the Building cannot be safely repaired because of the damage as to whether or presence of hazardous factors, including, but not limited to, earthquake faults, radiation, Hazardous Materials and other similar dangers. If Landlord elects to make 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 repairsdate 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 make terminate the repairsLease, then either party maysubject 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 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 written notice the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the otherBuilding cannot, cancel this lease as of with reasonable diligence, be fully repaired within three hundred sixty (360) days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided estimated repair periods in this Section 17, there Paragraph 23 shall be no abatement of Rent and no liability of made by an independent, ------------ licensed contractor or engineer within thirty (30) days after such damage or destruction. 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 shall deliver written notice of the Building or 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 Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of extent 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 costLease expressly survives termination).

Right to Terminate. If the Premises or the Building are damaged by fire or other insured casualtyIf, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damageEffective Date, 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 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 reasonable discretion, be made within said one hundred twenty (120a) 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 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 Property is taken by condemnation or eminent domain (or is the Premisessubject of a pending taking), or (b) any portion of the Property is damaged or destroyed, Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If the Property is the subject of 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 fixtures, appurtenances, provide sufficient time for Buyer and equipment therein necessitated Seller to close. The failure by Buyer to terminate this Agreement by the damageCasualty Notice Date shall be deemed an election not to terminate this Agreement. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings If this Agreement is terminated pursuant to this Section 10.1, the parties shall have no further rights or on any fixtures or equipment removable by Tenant under obligations hereunder except for obligations which expressly survive the provision termination of this LeaseAgreement. For the purposes of this Agreement, “Major Casualty/Condemnation” shall mean (i) any casualty, condemnation proceedings, or eminent domain proceedings if the portion of the Property that is the 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 that Landlord shall No/Dollars ($38,062,500.00), as reasonably determined by a third party contractor or architect selected by Seller and reasonably acceptable to Buyer, or (ii) any uninsured casualty which CPLV Lease Tenant is not be otherwise required to restore pursuant to the Original CPLV Lease and which Seller does not agree to cause CPLV Lease Tenant to agree to repair any injury or damage caused by fire or other cause, or restore in a manner acceptable to make any repairs or replacements to or of improvements installed in the Premises by or for Tenant at Tenant’s costBuyer.

Right to Terminate. If a material part of the Premises or a material part of the Building are damaged Parking Areas is taken by fire right of eminent domain or other insured casualtyprivate purchase in lieu thereof (i.e., and under threat of eminent domain), then either party hereto shall have the insurance proceeds have been made available right to terminate this Lease effective on the date physical possession is taken by the holder condemning authority or holders private purchaser, by written notice to the other party at least thirty (30) days prior to the said effective date (or if such taking is not known a sufficient amount of any mortgages or deeds of trust covering time prior to said thirty (30) day notice period to allow the Buildingterminating party to give such notice, the damage such notice shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed given within one hundred twenty thirty (12030) days after the occurrence terminating party knows of such 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 conduct of its businesstaking); provided, however, if this Lease is not so terminated, the damage is due rental specified herein shall be reduced during the unexpired portion of the Lease Term in proportion to the fault or neglect area of Tenant or its employees, agents, or invitees, there the Premises so taken and shall be no abatement of Renteffective on the date physical possession is taken by the condemning authority or private purchaser. If repairs cannot, in Landlord’s reasonable discretion, be made within said one hundred twenty (120) day periodLandlord 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 sixty (60) days a reasonable time thereafter of the date Landlord’s receipt of occurrence of the damage as to whether or not Landlord elects to make the repairssuch notice. If Landlord elects not to make the repairs, then either party may, by written notice Notwithstanding anything to the other, cancel this lease as of the date of the occurrence of the damage. Except as provided contrary in this Section 1710.1, there Tenant shall be have no abatement right to terminate this Lease due to a taking 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 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 share of the total 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 Premises, Business Park (or in or to fixtures, appurtenances, and equipment therein necessitated by at a location outside of the damage. Tenant understands Business Park that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under is no greater distance from 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 Building than the farthest location in the Premises by or for Tenant Business Park from the Building) and Landlord, at Tenant’s costits sole cost and expense (not to be included in Operating Costs), provides shuttle transportation services to and from such parking spaces at reasonable intervals.

Right to Terminate. If Landlord shall have the Premises or right to terminate this Lease if any of the Building are damaged by fire or other insured casualty, and following events occur: (i) insurance proceeds from the insurance proceeds have been made Landlord is required to carry pursuant to Section 11(c) or that Landlord actually carries, are not available by to pay one hundred percent (100%) of the holder or holders cost of any mortgages or deeds of trust covering such repair, excluding the Building, the damage deductible for which Tenant shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct of its businessresponsible; 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 have no right to terminate the damage is due Lease pursuant to this item (i); (ii) the fault or neglect of Tenant or its employees, agents, or invitees, there shall be no abatement of Rent. If repairs Premises cannot, in Landlord’s with reasonable discretiondiligence, be made fully repaired by Landlord within said one three hundred twenty (120) day period, Landlord shall notify Tenant within sixty (60360) days of after the date of occurrence the damage or destruction; or (iii) the Premises cannot be safely repaired because of the damage as to whether or presence of hazardous factors, including, but not limited to, earthquake faults, sink holes, radiation, Hazardous Materials and other similar dangers. If Landlord elects to make 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 repairsdate 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 make terminate the repairsLease, then either party maysubject 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 affect. All insurance 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 written notice the negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the otherPremises cannot, cancel this lease as of with reasonable diligence, be fully repaired within 365 days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided estimated repair periods in this Section 17, there 11 shall be no abatement of Rent and no liability of made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. 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 shall deliver written notice of the Building or 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 Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of extent 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.Lease expressly survives termination),

Right to Terminate. If Board or Operator shall have 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 mortgages or deeds of trust covering the Building, the right to terminate this Agreement following damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence 50% or more of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part then present value of the Leased Premises which is unusable by Tenant in or destruction of the conduct Leased Premises if any of its business; provided, however, if the damage is due to following occurs: (i) the fault or neglect of Tenant or its employees, agents, or invitees, there shall be no abatement of Rent. If repairs Leased Premises cannot, in Landlord’s with reasonable discretiondiligence, be made fully repaired by Board within said one hundred twenty (120) day period, Landlord shall notify Tenant within sixty (60) 180 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 after the date of the occurrence damage or destruction; (ii) the Leased Premises cannot be safely repaired because of the damagepresence of hazardous factors, including, but not limited to, earthquake 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. Except "Fully Repair" shall mean to restore the premises to the condition it was in just prior to the damage or destruction and as provided may be determined in good faith by the Board and is commercially reasonable. If Board or Operator elect to terminate this Section 17Agreement, there 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 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 no abatement entitled to receive and retain all the insurance proceeds resulting from such damage to Operator's Personal Property. Further in the event of Rent and no liability of Landlord by reason of any injurysuch termination, 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 Board shall be entitled to any portion of insurance proceeds from Board owned policies as well as any insurance proceeds from insurance policies the Building or Operator is required pursuant to the Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision terms of this Lease, and Agreement to the extent that Landlord shall not be required such insurance proceeds are for damage to repair any injury or damage caused by fire or the Leased Premises other cause, or to make any repairs or replacements to or of improvements installed in the Premises by or for Tenant at Tenant’s costthan Operator's Personal Property.

Right to Terminate. If This Agreement may be terminated at any time before AHP accepts for payment and pays for the Premises 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 Merger Recommendation in the Proxy Statement or New AHP Parent fails to include the Tender Recommendation in the Offer Documents, or (iii) AHP, New AHP Parent or the Building are damaged 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 fire HCMLP in the event of a Material Adverse Effect (as defined below); (e) by either HCMLP or other insured casualtyAHP if, and upon a vote at the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the BuildingStockholder Meeting, the damage shall be repaired by and at AHP shareholders do not approve the expense of Landlord to the extent of such insurance proceeds availableReorganization Merger, provided that HCMLP shall not have the right to terminate pursuant if such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after failure to approve the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part Reorganization Merger is caused by a breach of the Premises which is unusable obligations under Section 2.5 of this Agreement; (f) by Tenant in the conduct of its business; providedeither HCMLP, howeverAHP or any Holder, if the damage is due Merger Closing shall not have occurred on or before August 10, 2010 (the “Merger Deadline”); (g) by either HCMLP, AHP or any Holder, if the Acceptance Date shall 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 Offer subject to the fault or neglect terms of Tenant or its employees, agents, or invitees, and in accordance with Section 3.5; (i) by any Party if there shall be no abatement have been issued an order, decree or injunction having the effect of Rent. If repairs cannotmaking the Reorganization Merger illegal or permanently prohibiting the consummation of such merger, and such 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 Landlord’s reasonable discretionthis 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, be made 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 said one hundred twenty 10 days following notice thereof; and (120l) day period, Landlord shall notify Tenant within sixty (60) days by any Party upon the commencement of any proceeding by or against AHP or any of the date of occurrence Makers under any provision of the damage as to whether United States Bankruptcy Code 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 under any other state or federal bankruptcy or insolvency law unless such proceeding is a result of a breach of the date of the occurrence of the damage. Except as provided in this obligations under 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 cost5 hereof.

Right to Terminate. If Lessor shall have the right to terminate this Lease in the event of any of the following events occurs: (i) Insurance proceeds are not available to pay one hundred (100%) percent of the cost of such repair, excluding the deductible for which Lessee shall be responsible: (ii) The Demised Premises cannot, with reasonable diligence, be fully repaired by Lessor within two hundred seventy (270) days after the date of the damage or destruction or the Building insurance proceeds described in (i) have been made available to Lessor, whichever occurs later: or (iii) The Demised Premises cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. If Lessor elects to terminate this Lease, Lessor shall give Lessee written notice of its election to terminate within thirty (30) days after such damage or destruction or Landlord's receipt of information that the insurance proceeds described in (i) are damaged by fire or other insured casualtyinadequate, and this Lease shall terminate fifteen (15) days after the date Lessee receives such notice. If Lessor elects not to terminate the Lease, subject to Lessee's termination right set forth below, Lessor shall promptly commence the process of obtaining necessary permits and approvals and repair of the Demised Premises as soon as practicable, and this Lease will continue in full force and effect. All insurance proceeds from insurance as provided hereunder, excluding proceeds for Lessee's personal property shall be disbursed and paid to Lessor. Lessee shall be required to pay to Lessor the amount of any deductibles payable in connection with any insured casualties, Lessee shall have the right to terminate this Lease, if the Demised Premises cannot, with reasonable diligence and subject to Lessee delays, be fully repaired within one hundred eighty (180) days from the date of damage or destruction or the date that the insurance proceeds described in (i) became available to Lessor, whichever occurs later. The determination of the estimated repair period shall be made by Lessor in its good faith business judgment within thirty (30) days after such damage or destruction. Lessor shall deliver written notice of the repair period to Lessee after such determination has been made and after the insurance proceeds have been made become available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage to Lessor and Lessee shall be repaired by and at the expense of Landlord exercise its right to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct of its business; provided, howeverterminate this Lease, if the damage is due to the fault or neglect of Tenant or its employeesat all, 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 ten (120) day period, Landlord shall notify Tenant within sixty (6010) days of the date receipt 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 such 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 costLessor.

Right to Terminate. If Landlord shall have the right to terminate this Lease in the event any of the following events occur: (i) Insurance proceeds are not available to pay one hundred percent (100%) of the cost of such repairs in excess of Twenty Thousand Dollars ($20,000), excluding the deductible for which Tenant shall be responsible; (ii) The Premises or the Building are damaged by fire or other insured casualtycannot, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Buildingwith reasonable diligence, the damage shall be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty eighty (120180) days after the occurrence of such 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 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 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 destruction; or (iii) The Premises or the Building cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to make 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 repairsdate Tenant receives such notice. If Landlord elects not to make terminate the repairsLease, then either party maysubject 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 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 (earthquake deductibles shall be paid as set forth in the last sentence of paragraph 17.B (i)), unless the casualty was caused by written notice the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the otherPremises cannot, cancel this lease as of with reasonable diligence, be fully repaired within two hundred ten (210) days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided in this Section 17, there estimated repair period shall be no abatement of Rent and no liability of made by Landlord by reason of any injury, inconvenience, temporary limitation of access in its good faith business judgment within thirty (30) days after such damage 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 destruction. Landlord shall deliver written notice of the Building or the Premises, or in or repair period to fixtures, appurtenances, Tenant after such determination has been made and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision of shall exercise its right to terminate this Lease, and that Landlord shall not be required to repair any injury or damage caused by fire or other causeif at all, or to make any repairs or replacements to or within ten (10) days of improvements installed in the Premises by or for Tenant at Tenant’s costreceipt of such notice from Landlord.

Right to Terminate. (a) If at any time during the term of this Lease, Tenant (or any subtenant or assignee of Tenant, as the case may be) shall cease operating a business permitted hereunder in the entirety of the Leased Premises or (other than in the Building are damaged by fire or other insured casualty, and the insurance proceeds have been made available by the holder or holders case of any mortgages or deeds "Expected Discontinuances") for a period of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty eighty (120180) consecutive days, from the one hundred eighty-first (181st) day following such cessation and continuing thereafter until Tenant shall have given Landlord a "Notice of Reopening" (as defined below in subparagraph iii.b. below), ------------------ Landlord shall have the right, upon thirty (30) days written notice ("Notice of Termination"), to terminate this Lease. If Landlord elects to terminate, within ten (10) days after the occurrence effective date of termination, Landlord shall pay Tenant an amount equal to the Unamortized Value of the Leasehold Improvements (but not including any soft costs or the trade fixtures and trade dress removed by Tenant from the Leased Premises), provided no Event of Default by Tenant has occurred and is continuing in which event any damages incurred by Landlord as a result of such damage, without the payment Event of overtime Default shall first be deducted from such amount. (b) Notwithstanding any term or other premiums. Until the repairs are completed, the Rent shall be abated in proportion provision contained to the part contrary in subparagraph iii(a) above, and subject to the provisions ------------------- of this paragraph governing use of the Premises which is unusable by Leased Premises, Tenant shall have the right, at any time prior to the date Landlord gives Tenant a Notice of Termination, to reopen in the conduct entirety of its business; providedthe Leased Premises or, howeveralternatively, if the damage is due to give Landlord written notice to the fault effect that Tenant (or neglect Tenant's sublessee or assignee, as the case may be) will reopen in the entirety of the Leased Premises within ninety (90) days of such written notice ("Notice of Reopening"). Time is of the essence, and in the event that Tenant fails to give Landlord a Notice of Reopening prior to the date Landlord gives a Termination Notice, Tenant shall not have any further right to operate in the Leased Premises. In the event that Tenant timely gives Landlord a Notice of Reopening but thereafter (other than in the case of "Excepted Discontinuances") Tenant (or its employeesTenant's assignee or sublessee, agentsas the case may be) either fails to open within ninety (90) days from the date of the Notice of Reopening or, or invitees, there shall be no abatement of Rent. If repairs cannot, in Landlord’s reasonable discretion, be made having opened within said one hundred twenty such ninety (12090) day period, fails to remain open for at least one hundred eighty (180) consecutive days, subparagraph iii (d) shall control. -------------------- (c) It is agreed and understood that (other than in the case of "Excepted Discontinuances"), Landlord may give Tenant a Notice of Termination pursuant to this subparagraph iii. only at a time during which a business ---------------- permitted hereunder is not being operated in the entirety of the Leased Premises. In the event that Tenant (or Tenant's assignee or sublessee, as the case may be) reopens prior to Landlord's giving a Notice of Termination, then except as provided to the contrary in subparagraph iii(d) below, Landlord shall notify ------------------- not have any termination right pursuant to this subparagraph iii. unless and ----------------- until operations in the entirety of the Leased Premises shall again cease for a period of at least one hundred eighty (180) consecutive days, in which case the rights of the parties with respect to any such subsequent cessation shall be determined as though it were the initial cessation. (d) In the event that Tenant timely gives Landlord Notice of Reopening in accordance with the terms of subparagraph iii(b) above and ------------------- thereafter, other than in the case of "Excepted Discontinuances", Tenant (or its assignee or sublessee, as the case may be) subsequently either (a) fails to open for business in the entirety of the Lease Premises within sixty ninety (6090) days of the date of occurrence the Notice of Reopening, or (b) does open within such ninety (90) day period but thereafter fails to remain open for at least one hundred eighty (180) consecutive days, then in either such event, and until a business permitted hereunder shall actually open for business in the entirety of the damage as Leased Premises, Landlord shall have the continuing right to whether or not Landlord elects to make the repairs. If Landlord elects not to make the repairs, then either party may, terminate this Lease by giving written notice to the otherTenant, cancel in which event this lease as of Lease shall terminate thirty (30) days from the date of the occurrence Landlord's notice. In such event, and within ten (10) days of the damage. Except as provided in this Section 17effective date of termination, there Landlord shall be no abatement pay Tenant an amount equal to the Unamortized Value of Rent the Leasehold Improvements (but not including any soft costs or the trade fixtures and no liability of Landlord trade dress removed by reason of any injury, inconvenience, temporary limitation of access or interference to or with Tenant’s business or property arising Tenant from the making Leased Premises), provided no Event 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable Default by Tenant under has occurred and is continuing, in which event any damages incurred by Landlord as a result of such Event of Default by Tenant shall first be deducted from such amount. Notwithstanding the provision of this Leaseforegoing, and that Landlord shall not be have the right to terminate the Lease if the cessation of operations or discontinuance of business: (i) results from Force Majeure as herein defined; or (ii) is a temporary cessation of discontinuance (not exceeding sixty (60) days in duration) occurring in connection with an assignment or sublease as permitted hereunder and by the expiration of such sixty (60) days, such assignee or sublessee commences business operations in the Leased Premises; or (iii) is a temporary cessation or discontinuance for civil or religious holidays, or death of personnel; or (iv) is a temporary cessation of discontinuance made in order to permit repair, maintenance or renovation of work and does not exceed the time reasonably 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 complete such work in the Premises by or for Tenant at Tenant’s costexercise of due diligence; all of which are referred to herein as "Expected Discontinuances."

Right to Terminate. If the Premises or the Building are damaged by fire or other insured casualty, and the insurance proceeds have been made available This Agreement may be terminated at any time prior to closing as follows: (a) by the holder mutual consent of the parties; (b) by written notice of (i) Chancellor to ARS if ARS breaches in any material respect any of its representations or holders warranties or defaults in any material respect in the observance or in the due and timely performance of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct of its business; provided, however, if the damage is due to the fault covenants or neglect of Tenant agreements herein contained and such breach or its employees, agents, or invitees, there default shall not be no abatement of Rent. If repairs cannot, in Landlord’s reasonable discretion, be made cured within said one hundred twenty thirty (120) day period, Landlord shall notify Tenant within sixty (6030) days of the date of occurrence notice of breach or default served by Chancellor or (ii) ARS to Chancellor if Chancellor breaches in any material respect any of its representations or warranties or default in any material respect in the observance or in the due and timely performance of any of its covenants or agreements herein contained and such breach or default shall not be cured within thirty (30) days of the damage as notice of breach or default served by ARS; but such notice and cure period shall not apply in the case of Chancellor's or ARS's failure to whether consummate the transactions in accordance with the terms and times specified in Section 22.11 of this Agreement. (c) by Chancellor or not Landlord elects to make the repairs. If Landlord elects not to make the repairs, then either party may, ARS by written notice to the other, cancel if a court of competent jurisdiction or other Governmental Entity shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to lift), in each case permanently restraining, permanently enjoining or otherwise prohibiting the transactions contemplated by this lease as Agreement, and such order, decree, ruling or other action shall have become final and nonappealable; (d) by the party whose qualifications are not at issue, if, for any reason, the FCC denies or dismisses any of the date of FCC Applications and 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 time for reconsideration 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant court review under the provision Communications Act with respect to such denial or dismissal has expired and there is not pending with respect thereto a timely filed petition for reconsideration or request for review; (e) by written notice of Chancellor to ARS or by ARS to Chancellor, if the Closing shall not have been consummated on or before July 1, 1997; Notwithstanding the foregoing, no party hereto may effect a termination hereof if such party is in material default or breach 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 costAgreement.

Right to Terminate. If If: (a) during the Premises First Contingency Period, Purchaser determines, in its sole and absolute discretion, that the Gresham Manufacturing Division Facility (or any aspect thereof, including, but not limited to, future use and development potential thereof) is not suitable, appropriate or feasible for Purchaser's intended use; (b) during the Building are damaged by fire First Contingency Period, Seller and Purchaser have not agreed upon a final Wetlands Protocol; (c) during the First Contingency Period (or other insured casualtywithin two [2] Business Days thereafter pursuant to Section 1.02[c], if applicable), Seller and Purchaser fail to reach agreement on modifications to the Asset Schedules, which will be exhibits to the Bill of Sale and the insurance proceeds Transfer License Agreement; (d) during the ▇▇▇st Contingency Period, Purchaser shall not have been made available by received evidence satisfactory to Purchaser that the holder or holders Gresham Manufacturing Division Facility will be taxed (for real and personal property tax purposes) for the July 1, 2002, through June 30, 2003, real property tax year, based on a Real Market Value (as defined in Section 308.205 of the Oregon Revised Statutes) in an amount not more than the total Purchase Price, exclusive of any mortgages modifications or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord additions to the extent of such insurance proceeds availableGresham Manufacturing Division Facility made by Purchaser; (e) during the SIP Contingency Period, provided such repairs can, Purchaser has not obtained the SIP for the Gresham Manufacturing Division Facility on terms and subject to conditions acceptable to Purchaser in Landlord’s reasonable its sole and absolute discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct of its business; provided, however, if the damage is due that Purchaser agrees to the fault or neglect of Tenant or share 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 be no abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or interference to or draft SIP Agreement 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 Seller's legal counsel [which shall not be required shared with Seller or any other person unless such drafts are public documents], provide periodic updates on the progress or lack thereof being made on the SIP and, if a decision is made by Purchaser prior to repair expiration of the SIP Contingency Period not to further pursue the SIP, then to promptly notify Seller of that decision); (f) prior to Closing, the conditions in Section 6.06(c) have not been met and satisfied; or (g) Purchaser terminates this Agreement on or before Closing pursuant to Section 7.03(a)(ii) and the last sentence of Section 7.03(b), then Purchaser may, at any injury time, at or damage caused by fire before 5:00 p.m. on the (i) last day of the First Contingency Period as to the matters in clauses (a), (b), (c) and (d) (or other causewithin two [2] Business Days thereafter pursuant to Section 1.02(c), if applicable), (ii) last day of the SIP Contingency Period as to the matter in clause (e), (iii) on the Closing Date as to the matter in clause (f), and (iv) on the Closing Date, or if earlier, the last date for termination provided in Section 7.03, as to make any repairs the matter in clause (g), terminate this Agreement by giving to Seller written notice of Purchaser's election to do so ("PURCHASER'S TERMINATION NOTICE"). If Purchaser fails to give a timely Purchaser's Termination Notice, then the right to give such Purchaser's Termination Notice shall be deemed waived. If Purchaser terminates this Agreement pursuant to this Section, Purchaser shall be entitled to the immediate return of the Deposit and all interest earned thereon. In such event, except as expressly provided otherwise herein, this Agreement shall be of no further force and effect and the parties shall have no further rights, obligations or replacements to or of improvements installed in the Premises by or for Tenant at Tenant’s costliabilities hereunder.

Right to Terminate. If In the event the Premises or the Building are damaged by fire or other insured casualty, and the insurance proceeds have been made available therefore by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds availableavailable therefore, provided such repairs can, in Landlord’s reasonable discretion, 's sole opinion be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the such repairs are completed, the Rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business; 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 reasonable discretion's sole opinion, be made within said one hundred twenty (120) day period, Landlord shall notify Tenant within sixty twenty-five (6025) days of the date of occurrence of the such damage as to whether or not Landlord elects shall have elected to make the such repairs. If Landlord elects not to make the repairssuch repairs which cannot be completed within one hundred twenty (120) days, then either party may, by written notice to the other, cancel this lease Lease as of the date of the occurrence of the such damage. Except as provided in this Section 1718, there shall be no abatement of Rent and no liability of Landlord by reason of temporary limitation or access or any injury, inconvenience, temporary limitation of access or interference to or with Tenant’s '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 equipment therein necessitated by the such damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s 's furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision 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 Premises by or for Tenant at Tenant’s 's cost.

Right to Terminate. If A. Except as otherwise provided in Paragraph 7. of this LEASE, if either Party fails to fulfill its material obligations under this LEASE in a timely and proper manner, the Premises other Party shall have the right to terminate this LEASE or exercise other rights and remedies hereunder after giving written notice of default to the Building are damaged applicable Party and an opportunity to cure the same as provided in this Subparagraph 4.A. An applicable Party that fails to fulfill its material obligations under this LEASE in a timely and proper manner (except as otherwise provided in Paragraph 7. of this LEASE) shall have forty-five (45) calendar days from receipt of notice from the other Party to remedy the deficiency. Notwithstanding the foregoing, if such deficiency cannot with due diligence be remedied by fire or other insured casualtythe applicable Party within such 45-day period, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Buildingif such Party diligently commences to remedy such deficiency within such 45-day period and thereafter prosecutes such remedy with reasonable diligence, the damage period of time to remedy such deficiency shall be repaired by and at the expense extended to permit a cure period of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred and twenty (120) days after in the occurrence aggregate so long as such Party prosecutes such remedy with reasonable diligence; provided, however that upon request of such damage, without the payment of overtime or other premiums. Until the repairs are completedParty, the Rent other Party shall, from time to time, consent in writing to an extension of such 120 day period, which consent shall not be unreasonably withheld, so long as the applicable Party is diligently proceeding to cure such deficiency. Such curing Party’s request for an extension of time to cure shall be abated accompanied by a reasonably detailed schedule for completing such cure. A Party shall not be deemed to be in proportion default under the terms of this LEASE unless and until a Default (as defined in Paragraph 7 below) has occurred. B. [** FOR INSERTION INTO CITRUS LEASE ONLY – At any time during the Lease Term, LESSEE, in its sole discretion, shall have the right to terminate this LEASE as to any portion of the Premises, or all of the Premises, by giving a written termination notice to LESSOR at least one (1) year prior to the part actual date of termination therefor, which notice shall include a harvest schedule and map describing the dates and sequence for the conduct of the harvest on the terminated lands (such portions of the Premises as to which the Lease has been terminated shall be referred to herein as the “Released Premises”). Notwithstanding the foregoing, in the event that LESSEE terminates this LEASE as provided in this subparagraph, then this LEASE shall partially terminate for portions of the Premises as harvested, on a block-by-block basis or the following July 1st] (i.e., LESSEE’s final harvest), whichever is earlier.**] LEASE ONLY –LESSEE shall have the right, in its sole discretion, to terminate all or portions of this LEASE as follows: (1) From and after January 1, 2011, LESSEE, shall have the right to terminate this LEASE as to all but not less than all of the Premises by giving a written termination notice to LESSOR on or before June 10, 2011 and each June 10th of each calendar year thereafter, which notice shall include a harvest schedule and map describing the dates and sequence for the conduct of the harvest on the Premises, whereupon this LEASE shall terminate on May 1st of the next calendar year following such notice. For example, if LESSEE gives a termination notice to LESSOR on June 4, 2011, then this LEASE shall terminate on May 1, 2012 with respect to the Premises. (2) At any time during the Lease Term, and provided that LESSEE has not exercised its right under subparagraph (3) with respect to the applicable portion of the Premises, LESSEE shall have the right to terminate this LEASE as to any portion of the Premises which is unusable by Tenant in it intends to leave fallow and as to which it has given a written termination notice to LESSOR setting forth a harvest schedule and map describing the dates and sequence for the conduct of its businessthe harvest on the terminated lands, which notice shall be given no later than one hundred eighty (180) days prior to the scheduled date of commencement of the harvest of the portion of the Premises to be left fallow pursuant to such notice; provided, however, if that such termination may not occur pursuant to this subparagraph (2) prior to June 30, 2014. In 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 event that LESSEE terminates this lease as of the date of the occurrence of the damage. Except LEASE as provided in this Section 17subparagraph (2), there then this LEASE shall be no abatement partially terminate for portions of Rent and no liability of Landlord by reason of any injurythe Premises as harvested, inconvenience, temporary limitation of access or interference to or with Tenant’s business or property arising from the making of any necessary repairson a block-by-block basis, or the following May 1st, whichever is earlier. (3) At any alterations or improvements time during the Lease Term, and in or addition to LESSEE’s termination rights under subparagraphs (1) and (2), LESSEE, in its sole discretion, shall have the right to terminate this LEASE as to any portion of the Building Premises, or all of the Premises, or by giving a written termination notice to LESSOR at least one (1) year prior to the actual date of termination therefor, which notice shall include a harvest schedule and map describing the dates and sequence for the conduct of the harvest on the terminated lands (such portions of the Premises as to which the Lease has been terminated shall be referred to herein as the “Released Premises”); provided, however, that such termination may not occur pursuant to this subparagraph (3) prior to June 30, 2014. Notwithstanding the foregoing, in or to fixturesthe event that LESSEE terminates this LEASE as provided in this subparagraph, appurtenancesthen this LEASE shall partially terminate for portions of the Premises as harvested, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 causea block-by-block basis, or to make any repairs or replacements to or of improvements installed in the Premises by or for Tenant at Tenantfollowing May 1st (i.e., LESSEE’s costfinal harvest), whichever is earlier.**]

Right to Terminate. If (a) in the Premises opinion of Landlord s architect reasonably exercised, damage to the 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 Building are damaged 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 Lease by fire or other insured casualtynotice 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 Landlord shall elect to terminate this Lease solely as a result of the insufficiency of insurance proceeds, Tenant shall 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 insurance proceeds available to Landlord, and the denominator of which is the total costs and expenses of the restoration. In such case, Tenant shall have been made available the right to offset such sums expended by Tenant from the holder or holders next due payments of any mortgages or deeds Base Rent due under this Lease, but not in excess of trust covering one year's Base Rent hereunder. (i) in the Buildingopinion of Landlord's architect reasonably exercised, damage to the damage shall Damaged Property cannot be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one three hundred twenty sixty (120360) days after from the occurrence date of such the damage, without or (2) Landlord commences and proceeds with due diligence but fails to complete the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part repair of the Premises which is unusable Damaged Property as required 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, agents, or invitees, there shall be no abatement of Rent. If repairs cannot, in Landlord’s reasonable discretion, be made Section 8.3 within said one such three hundred twenty sixty (120360) day period, subject to delays caused by Tenant or as a result of force majeure, then Tenant may terminate this Lease as follows: for the reason stated in subparagraph (i), by notice to Landlord shall notify Tenant within twenty (20) days from the date on which the architect's opinion is delivered to Tenant; and (ii) for the reason stated in subparagraph (2), by such notice within twenty (20) days from the end of the three hundred sixty (60360) days of the date of occurrence of the damage day period, as to whether or not Landlord elects to make the repairssuch period may have been extended. If Landlord elects not to make the repairsUpon termination, then either party may, by written notice to the other, cancel this lease Base Rent and Additional Rent shall be apportioned as of the date of the occurrence of the damage. Except as provided in this Section 17, there damage and all prepaid Base Rent and Additional Rent 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 costrepaid.

Right to Terminate. If Landlord shall have the Premises or right to terminate this Lease in the Building event any of the following events occur: (i) Insurance proceeds are damaged by fire or other insured casualtynot available to pay one hundred percent (100%) of the cost of such repair, and excluding the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage deductible for which Tenant shall be responsible; (ii) The Building cannot, with reasonable diligence, be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty eighty (120180) days after the occurrence of such 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 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 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 destruction; or (iii) The Building cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to make 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 repairsdate 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 make terminate the repairsLease, then either party maysubject 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 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 written notice the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the otherBuilding cannot, cancel this lease as of with reasonable diligence, be fully repaired within one hundred eighty (180) days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided estimated repair periods in this Section 17, there paragraph 23 shall be no abatement of Rent and no liability of Landlord made by reason of any injuryan independent, inconvenience, temporary limitation of access licensed contractor 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 engineer within thirty (30) days after such 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.or

Right to Terminate. If Tenant shall have the Premises or option, to be exercised as hereinafter provided, to terminate the Building are damaged by fire or other insured casualtyterm of this Lease effective as of November 30, and 2004 (the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage "Termination Date"). Such option shall be repaired by and exercised, if at the expense of Landlord to the extent of such insurance proceeds availableall, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part time being 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, 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 mayessence, by written notice given by Tenant to Landlord ("Termination Notice") no later than November 30, 2003, and subject to payment by Tenant to Landlord of the sum of (a) $396,445.90, plus (b) $72,075.00 if Tenant exercises its Expansion Option (as hereinafter defined) under Section 30 below, plus (c) such additional amount as may be payable for the First Refusal Space (as hereinafter defined) as set forth in Section 29 below, plus (d) such additional amount as may be payable for the Expansion Space if Tenant does not exercise its Expansion Option under Section 30 below but leases the Expansion Space pursuant to the otherRight of First Offer set forth in Section 31 below and if Landlord and Tenant mutually agree that Tenant is granted the right to terminate the lease with respect to the Expansion Space pursuant to Section 31 below (collectively, cancel this lease as the "Termination Fee"). The Termination Fee shall be paid on or before May 31, 2004. Payment of the date of the occurrence of the damageTermination Fee shall be made in cash or by certified or cashier's check, subject to collection. Except as provided in Tenant may not, unless Landlord otherwise agrees, exercise its option to terminate this Lease pursuant to this Section 17, there shall be no abatement of Rent and no liability of Landlord by reason of 27 at 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable time at which a default by Tenant exists under the provision of this Lease, and that 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 not be required irrevocable by Tenant once given. If Tenant so exercises its option to repair any injury or damage caused terminate the term of this Lease and pays to Landlord the Termination Fee as above provided, then effective as of the Termination Date, this Lease shall be deemed to have expired by fire or other causelapse of time, or to make any repairs or replacements to or of improvements installed in and Tenant shall return the Premises by 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 for Tenant at Tenant’s costbefore the Termination Date shall survive such termination.

Right to Terminate. If the Premises or the Building are damaged Improvements suffer Major Damage by fire or other insured casualtycasualty at any time during the last three (3) Lease Years of the Initial Term or during the last two (2) Lease Years any Renewal Term, and Tenant may, at its option, terminate this Lease within ninety (90) days after such Major Damage by serving upon Landlord at any time within said ninety (90) day period a written notice of Tenant’s election to so terminate. Tenant’s termination notice shall state the insurance proceeds have been made available by the holder or holders effective date of any mortgages or deeds of trust covering the Buildingsuch termination, the damage which shall be repaired by no fewer than thirty (30) days and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within no more than one hundred twenty eighty (120180) days after the occurrence date of Tenant’s notice. Notwithstanding Tenant’s election to terminate the Lease, Tenant shall continue to be responsible for paying to Landlord, as and when due under this Lease, the Base Rent and Additional Rent (including Impositions) up to and including the effective date of such damage, without the payment termination. With respect to any items of overtime or other premiums. Until the repairs Additional Rent which are completed, the Rent shall be abated in proportion payable to the part of the Premises which is unusable by Tenant Landlord in the conduct event of its business; providedsuch termination but which are not then capable of ascertainment, however, if Tenant covenants and agrees to pay to Landlord an amount equal to such Additional Rent as and when 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 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 Premisessame becomes determined, or in case any such item of Additional Rent shall relate to Impositions, Tenant covenants and agrees to pay to Landlord the amount or to fixturesamounts thereof as and when the same become due and payable, appurtenancesit being the understanding that, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance if as a result of any kind on action or proceeding to obtain a reduction of such Impositions, Tenant shall be entitled to a refund, the amount of such refund (less the cost and expense of collection including reasonable attorneys’ fees) if and when collected by Landlord shall be paid by Landlord to Tenant. The covenants and agreements with respect to the adjustment and payment of these items of Additional Rent shall survive the termination hereof. In the event this Lease shall be terminated pursuant to the provisions of this Section 14.5, none of the Insurance Proceeds payable in respect of such damage or destruction to the Improvements (excluding any Insurance Proceeds payable in respect of any damage or destruction to Tenant’s furniture Removable Property and furnishings or on any fixtures or equipment removable by Equipment) shall be payable to Tenant under but shall be applied as follows: (a) first, to the provision of this Lease, costs to remove all debris and that Landlord shall not be required to repair any injury or damage rubble caused by fire or other cause, or such damage and to make any repairs or replacements to or of improvements installed in place the Premises by or for in a safe condition (Tenant at Tenant’s costshall be obligated to perform such work); and (b) second, to Landlord.

Right to Terminate. If, after the Effective Date, (a) written notice of a proposed condemnation or taking of all or any part of the Property is received, a condemnation proceeding is commenced as to all or any part of the Property, a condemnation proceeding is concluded as to all or any part of the Property, or all or any part of the Property is conveyed in lieu of condemnation (any of the foregoing a “Condemnation”); or (b) any portion of the Property is damaged or destroyed (excluding routine wear and tear and damage caused by any Buyer’s Representative) (a “Casualty”), Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If the Premises or Property is the Building are damaged subject of a Major Casualty/Condemnation (as hereinafter defined) that occurs after the Effective Date, Buyer shall have the right to terminate this Agreement by fire or other insured casualtygiving written notice to Seller no later than ten (10) Business Days after the giving of Seller’s notice, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage Scheduled Closing Date shall be repaired extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by and at the expense of Landlord Buyer to the extent of terminate this Agreement within such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty ten (12010) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent Business Day period shall be abated in proportion deemed an election not to the part of the Premises which is unusable by Tenant in the conduct of its business; terminate this Agreement, provided, however, if the damage is due to the fault or neglect of Tenant or its employees, agents, or invitees, there such ten (10) Business Day period shall be no abatement of Rentextended, if necessary, to provide the parties sufficient time to determine if a Major Casualty has occurred. If repairs cannotthis Agreement is terminated pursuant to this section, 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 Deposit shall be returned to Buyer and, thereafter, the parties shall have no abatement further rights or obligations hereunder except for obligations which expressly survive the termination of Rent and no liability this Agreement. For the purposes of Landlord by reason of this Agreement, “Major Casualty/Condemnation” shall mean any injury, inconvenience, temporary limitation of access Casualty or interference Condemnation with respect to or with Tenant’s business or property arising from which (i) the making of any necessary repairs, or any alterations or improvements in or to any portion of the Building Property that is the subject of such Casualty or Condemnation has a value in excess of Five Million Eight Hundred Thousand Dollars ($5,800,000), as reasonably determined by an engineer selected by Seller and reasonably acceptable to Buyer, (ii) such Casualty or Condemnation gives rise to a right by any Tenant to terminate its Lease, (iii) such Casualty results in a full or partial abatement of rent under the PremisesLeases and Seller, in its sole and absolute discretion, does not elect to assign the proceeds of any rental loss insurance to Buyer or give Buyer a credit at Closing for the cost of such rent abatement, or (iv) such Casualty is an uninsured casualty and Seller, in its sole and absolute discretion, does not elect to cause the damage to be repaired or to fixtures, appurtenances, and equipment therein necessitated by restored or give Buyer a credit at Closing for the damage. Tenant understands that Landlord will not carry insurance cost of any kind on Tenant’s furniture and furnishings such repair 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 costrestoration.

Right to Terminate. If Either Party may void the Premises or the Building are damaged by fire or other insured casualtyRenewal Notice, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and as defined in Section 2. b. and/or terminate this Agreement at the expense expiration of Landlord the Initial Term, or any of the Renewal Terms, by giving the other party written notice of its intention to terminate (the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within “Termination Notice”) this Agreement no more than one hundred eighty (180) days and no less than one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion prior to the part end of the Premises which is unusable existing Initial Term or Renewal Term (collectively referred to as the “License Term”). This Agreement may be terminated 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, agents, or invitees, there shall be no abatement of Rent. If repairs cannot, in Landlord’s reasonable discretion, be made within said either Party upon 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 prior written notice to the otherother Party, cancel this lease as if the Property becomes unusable for wireless communications due to: (i) any change in governmental regulations, including but not limited to the regulations of the date FCC or the Federal Aviation Agency (“FAA”) or any other federal, state or local regulations or codes; or (ii) 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 Licensor of a termination fee equal to six (6) months of the occurrence License Fees at the then current rate. If Licensee’s subject installations remain upon the Premises after thirty (30) days following the expiration and/or termination date (the “Termination Date”), of this Agreement, such use shall be deemed a month-to-month use under the same terms and conditions of this Agreement except that the monthly License Fee (as hereinafter defined) shall be in the amount of 150% of the damage. Except as provided monthly License Fee in effect at the expiration of 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 Agreement prorated to or with Tenant’s business or property arising the date Licensee removes its Equipment from the making of any necessary repairs, or any alterations or improvements in or Premises. Nothing contained herein shall grant Licensee the right to any portion of holdover after the Building or the Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision term 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 costAgreement has expired.

Right to Terminate. If the Premises or the Building are damaged by fire or other insured casualtyIf, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damageEffective Date, 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 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 reasonable discretion, be made within said one hundred twenty (120a) 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 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 Phase I Property and Phase IB Property, as applicable, is taken by condemnation or eminent domain (or is the Premisessubject of a pending taking), or in (b) any portion of the Phase I Property and Phase IB Property, as applicable, is damaged or to fixtures, appurtenances, destroyed (excluding routine wear and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture tear 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 any Buyer’s Representative), Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If the Phase I Property and Phase IB Property, as applicable, is the subject of 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 other causeobligations 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 portion of the Phase I Property and Phase IB Property, as applicable, that is the 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 make the 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 reasonably determined by Seller, or (ii) any repairs casualty is an uninsured casualty and Seller, in its sole and absolute discretion, does not elect to cause the damage to be repaired or replacements to restored or of improvements installed in give Buyer a credit at the Premises by applicable Closing for such repair or for Tenant at Tenant’s costrestoration.

Right to Terminate. If Landlord shall have the Premises or right to terminate this Lease in the Building event any of the following events occurs: (i) Insurance proceeds are damaged by fire or other insured casualtynot available to pay one hundred percent (100%) of the cost of such repair, and excluding the deductible for the insurance policy under which the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage are payable and for which deductible Tenant shall be responsible to reimburse Landlord as part of the Operating Expenses; (ii) The Premises cannot, with reasonable diligence, be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part date of the damage or destruction; or (iii) The Premises which is unusable by Tenant in cannot be safely repaired because of the conduct presence of its business; providedhazardous factors, howeverincluding, if the damage is due to the fault or neglect of Tenant or its employeesbut not limited to, agentsearthquake faults, or inviteesradiation, there shall be no abatement of Rentchemical waste and other similar dangers. If repairs cannot, in Landlord’s reasonable discretion, be made within said one hundred twenty (120) day periodLandlord elects to terminate this Lease, Landlord shall notify give Tenant written notice of its election to terminate within sixty thirty (6030) days of after such damage or destruction, and this Lease shall terminate fifteen (15) days after the date of occurrence of the damage as to whether or not Landlord elects to make the repairsTenant receives such notice. If Landlord elects not to make terminate the repairsLease, then 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 proceeds 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 mayas permitted herein, by written notice Landlord shall refund to Tenant any prepaid Rent allocable to the other, cancel this lease as of period following the date of the occurrence casualty. Notwithstanding anything to the contrary herein, in the event of the damage. Except any termination of this Lease as provided for in this Section 17Paragraph 22, 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry all insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable proceeds payable under policies maintained by Tenant under the provision of this Lease, Paragraph 21.B.(ii) shall be disbursed and that Landlord shall not be required paid 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 costLandlord.

Right to Terminate. If This Agreement may be terminated and the Premises transactions contemplated hereby may be abandoned at any time prior to the Closing: a. by mutual written consent of 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 Building are damaged by fire transactions contemplated hereby and such order, decree, ruling or other insured casualtyaction is or shall have become nonappealable; or (ii) 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 this clause (ii) if such party's failure to fulfill any of its obligations under this Agreement shall have been the reason that the Closing Date shall not have 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 insurance proceeds have been made available by the holder Business Loan Agreements or holders of any mortgages or deeds of trust covering the BuildingSecurity Agreements to which it is a party with Seller, including, but not limited to, the damage shall be repaired submission of a demand to Seller by and at any Secured Creditor for the expense stock or assets of Landlord to the extent Seller in satisfaction of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime Seller's liabilities under any Business Loan Agreement 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 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 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 costSecurity Agreement.

Right to Terminate. If Lessor shall have the right to terminate this Lease in the event of any of the following events occurs: (i) Insurance proceeds are not available to pay one hundred (100%) percent of the cost of such repair, excluding the deductible for which Lessee shall be responsible; (ii) The Demised Premises cannot, with reasonable diligence, be fully repaired by Lessor within two hundred seventy (270) days after the date of the damage or destruction or the Building insurance proceeds described in (i) have been made available to Lessor, whichever occurs later; or (iii) The Demised Premises cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. If Lessor elects to terminate this Lease, Lessor shall give Lessee written notice of its election to terminate within thirty (30) days after such damage or destruction or Landlord's receipt of information that the insurance proceeds described in (i) are damaged by fire or other insured casualtyinadequate, and this Lease shall terminate fifteen (15) days after the date Lessee receives such notice. If Lessor elects not to terminate the Lease, subject to Lessee's termination right set forth below, Lessor shall promptly commence the process of obtaining necessary permits and approvals and repair of the Demised Premises as soon as practicable, and this Lease will continue in full force and effect. All insurance proceeds from insurance as provided hereunder, excluding proceeds for Lessee's personal property, shall be disbursed and paid to Lessor. Lessee shall be required to pay to Lessor the amount of any deductibles payable in connection with any insured casualties, Lessee shall have the right to terminate this lease, if the Demised Premises cannot, with reasonable diligence and subject to Lessee delays, be fully repaired within one hundred eighty (180) days from the date of damage or destruction or the date that the insurance proceeds described in (i) became available to Lessor, whichever occurs later. The determination of the estimated repair period shall be made by Lessor in its good faith business judgment within thirty (30) days after such damage or destruction. Lessor shall deliver written notice of the repair period to Lessee after such determination has been made and after the insurance proceeds have been made become available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage to Lessor and Lessee shall be repaired by and at the expense of Landlord exercise its right to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct of its business; provided, howeverterminate this Lease, if the damage is due to the fault or neglect of Tenant or its employeesat all, 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 ten (120) day period, Landlord shall notify Tenant within sixty (6010) days of the date receipt 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 such 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 costLessor.

Right to Terminate. If 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 Building are damaged 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 fire or other insured casualty, Lessor from such leasing shall belong to Lessor and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired applied to offset any remaining rent owed by and at the expense of Landlord Lessee to the extent of such insurance proceeds availableLessor. Termination may, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 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 reasonable discretionbut need not necessarily, be made within said one hundred twenty (120) day period, Landlord shall notify Tenant within sixty (60) days effective by the giving 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 Lessee of intention to end 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision 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 Landlord shall not be required to repair any injury day were the date herein specifically fixed for the expiration of the Term. No re-entry or damage caused by fire or other cause, or to make any repairs or replacements to or taking possession of improvements installed in 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 such leasing without termination, Lessor may at any time thereafter elect to terminate this Lease for Tenant such previous default. On termination of this Lease, Lessor may recover from Lessee all of the following: (a) the worth at Tenantthe time of the award of any unpaid rent that had been earned at the time of the termination, to be computed by allowing interest at the rate of one percent (1%) per month; (b) the worth at the time of the award of the amount by which the unpaid rent that would have been earned between the time of the termination and the time of the award exceeds the amount of unpaid rent that Lessee proves could reasonably have been avoided, to be computed by allowing interest at the foregoing rate; (c) the worth at the time of the award 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 costfailure to perform obligations under this Lease; and (e) any other amounts, in addition to or in lieu of the foregoing that may be permitted by applicable law.

Right to Terminate. 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 mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s 's reasonable discretion, be completed within one hundred twenty (120) days after ---------------------------------------------- the occurrence of such 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 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 '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 no an- or 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 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 '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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s 's furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision 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 Premises by or for Tenant at Tenant’s 's cost.

Right to Terminate. If The parties hereto agree that (a) if the estimated repair period with respect to the Premises or as set forth in the Building are damaged by Damage Statement extends beyond the date that is twelve (12) months following the date of such fire or other insured casualtycasualty (the "Casualty Termination Date"), and the insurance proceeds have been made available Tenant, as its sole remedy, or Landlord may elect to terminate this Lease by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord delivering Notice thereof to the extent other party. Such Notice by Landlord or Tenant, as the case may be, must be delivered not later than thirty (30) days following Tenant's receipt of the Damage Statement, time being of the essence. Notwithstanding the foregoing, Tenant may not elect to terminate this Lease pursuant to the foregoing terms if (i) the Damage Statement also provides that such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, repair work by Landlord may be completed within one hundred twenty 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 (120ii) 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 227 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) days following the Casualty Termination Date, cancel and terminate this Lease, as of the date set forth in the Notice (the "Termination Date"), provided that (i) such Notice 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 occurrence of giving such 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 Notice 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, agents, or invitees, there shall be no abatement of RentTenant. If repairs cannotTenant exercises its right to terminate this Lease pursuant to this Section 17.02B, in Landlord’s reasonable discretion, be made within said one hundred twenty (120) day period, Landlord this Lease 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 terminate as of the date set forth in Tenant's notice as if such date were the stated Expiration Date of the occurrence of the damage. Except as provided in this Section 17, there Lease and Landlord shall be have no abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or interference further duty 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 repair and/or restore the Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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. 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 mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds availableLandlord, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 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 reasonable discretion, be made within said one hundred twenty (120) day period, Landlord shall notify Tenant within sixty thirty (6030) 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. If Landlord elects to make such repairs, Landlord shall promptly repair such damage at its sole cost and expense, and shall complete such repairs not less than 180 days after the date of occurrence of the damage. If Landlord reasonably estimates that it will require more than 180 days to complete such repairs, then either party may terminate this Lease by providing written notice to the other. 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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. If 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 or pursuant to Section 16.7, shall have the Building are damaged right to terminate this Lease effective as of the seventh (7th) anniversary of the Rent Commencement Date by fire or other insured casualtynotice 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 insurance proceeds have been made available rent concessions and brokerage commissions payable by Landlord pursuant to or in connection with this Lease, together with interest thereon at 6% from the holder date such costs are incurred or holders of any mortgages or deeds of trust covering paid, as applicable, by Landlord, as evidenced by an invoice from Landlord. Provided that Tenant has timely delivered the BuildingTermination Notice and paid the aforesaid fee to Landlord on the Early Termination Date, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after upon the occurrence of the Early Termination Date, this Lease shall terminate and be of no further force or effect as if such damage, without Early Termination Date were the payment original Expiration Date of overtime or other premiumsthis Lease. Until the repairs are completed, the Rent shall be abated in proportion Notwithstanding anything to the part contrary contained herein, if at any time during the Term Tenant is leasing ROFO Space of 9,561 rentable square feet or more in the aggregate, or has expanded the Premises which is unusable by Tenant following the Date of this Lease and such expansion space comprises 9,561 rentable square feet or more in the 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 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 repairsaggregate, then in either party maysuch case, by written notice Tenant shall no longer have the right to the otherterminate this Lease pursuant to this Section 30, cancel and this lease Section 30 shall 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 such exercise or other cause, expansion be deemed to be deleted and of no further force or to make any repairs or replacements to or of improvements installed in the Premises by or for Tenant at Tenant’s costeffect.

Right to Terminate. The following is hereby added to Paragraph 3 of the Lease: Right to Terminate. Tenant shall have a one-time right to terminate this Lease, effective as of June 30, 2015 (the “Termination Date”), upon written notice given to Landlord not later than June 30, 2014. If Tenant exercises such right, Tenant shall pay to Landlord, not later than the Premises or Termination Date, an amount equal to sum of 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 mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, following: (a) $425,317.00 in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part respect of the Premises which is unusable covered by this Lease as described in Paragraph 1(g) hereof as in effect pursuant to Section 1 of the Second Amendment. (b) If Tenant shall have made an election to take any ROFR Premises in accordance with the conduct provisions of its business; providedParagraph 2(e) of this Lease (as added by Section 9 of the Second Amendment), however, if the damage is due sum of the following in respect of each ROFR Premises: (i) three months of the amount of the Monthly Base Rent attributable to the fault or neglect ROFR Premises; (ii) the remaining unamortized amount of Tenant or its employeesany brokerage commissions paid by Landlord in connection with the ROFR Premises, 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 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 occurrence ROFR Premises and ending upon the Expiration Date as in effect prior to exercise of such termination right (the damage. Except as provided in this Section 17, there shall be no abatement of Rent “ROFR Amortization”); and no liability of Landlord by reason (iii) the remaining unamortized amount 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 Tenant Concessions (as defined in or to any portion of the Building or the Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision Paragraph 2(e) of this Lease, and that Landlord 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 not be required to repair any injury or damage caused by fire or other causeend as of the Termination Date, or to make any repairs or replacements to or of improvements installed in the Premises by or for same manner as if the same were the Expiration Date otherwise provided pursuant to this Lease. Tenant at Tenant’s costacknowledges that it has no further right pursuant to the provisions of Section 8 of the First Amendment, and such Section is hereby deleted in its entirety.

Right to Terminate. If The Landlord shall on the Premises or written request of the Building are damaged by fire or other insured casualtyTenant made not less than Two ( 2 ) months before the date of expiry of this tenancy, and if there shall not at the insurance proceeds have been made available by the holder time of such request be any existing breach or holders any non-observance of any mortgages of the conditions, covenants or deeds stipulations on the part of trust covering the BuildingTenant herein contained, the damage shall be repaired by and at the expense of Landlord the Tenant, grant to the extent Tenant a tenancy of such insurance proceeds availablethe 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, provided such repairs can, 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 Landlord’s reasonable discretion, this Agreement shall not be completed within one hundred twenty (120) days after construed as a waiver of any succeeding breach of the occurrence of such damage, without the payment of overtime same or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to provisions nor any delay or omission on the part of either party to exercise or avail itself of any right that it has or may have herein, operates as a waiver of any breach or default of the Premises which is unusable other party. Acceptance by the Landlord of the rent hereby reserved shall not be deemed to operate as a waiver by the Landlord of any right to proceed against the Tenant in respect of a breach by the conduct Tenant of its business; providedany of the Tenant’s obligations hereunder. OPTION TO RENEW Should the said premises be affected by En-bloc Redevelopment, however, if it shall be lawful for the damage is due Landlord to determine this tenancy by giving not less than Six ( 6 ) months’ advance notice in writing to the fault 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 neglect 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 or its employeesthat the commission paid to their respective estate agencies (if any) as the brokerage fee in this transaction has been fully earned, agents, or invitees, there and therefore no claims shall be no abatement made by the Landlord or Tenant against the respective estate agencies (if any) for a refund of Rentthe commission should the Landlord or Tenant prematurely terminate the Tenancy herein for any reasons whatsoever. If repairs cannot, in Landlord’s reasonable discretion, COMMISSION FULLY EARNED The stamp duty on the original and duplicate of this Agreement and administrative charges payable shall be made within said one hundred twenty (120) day period, Landlord borne by the Tenant and shall notify Tenant within sixty (60) days of be paid on 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision signing 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.Agreement. STAMP DUTY

Right to Terminate. Landlord shall have the right to terminate ------------------ this Lease following damage to or destruction of the Premises if any of the following occurs: (i) insurance proceeds are not available to Landlord to pay one hundred percent (100%) of the costs to fully repair the damaged Premises, excluding the deductible for which Tenant shall be responsible, or in the event of an uninsured casualty (it being understood, however, that Landlord may not terminate this Lease as provided by this Subparagraph 24(b)(i), if Tenant agrees in writing to fund such repair costs to the extent said insurance proceeds do not cover one hundred percent (100%) of the repair costs or in the event of an uninsured casualty); (ii) Landlord's contractor certifies to the parties that the Premises cannot be fully repaired within One Hundred Eighty (180) days after the date of the damage or destruction (in such event, both Landlord and Tenant shall have the right to terminate this Lease); (iii) the Premises cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers (in such event, both Landlord and Tenant shall have the right to terminate this Lease); or (iv) the Premises are destroyed or damaged during the last six (6) months of the Term (in such event, both Landlord and Tenant shall have the right to terminate this Lease); provided, however, that if, at the time of such casualty the period in which Tenant is obligated to exercise its option to extend the Term pursuant to Paragraph 42 of this Lease has not expired, Tenant shall have fifteen (15) days after the date of casualty in which to notify Landlord of its election to exercise such extension option, and, upon such election, Landlord shall have no right to terminate the Lease pursuant to this subparagraph. If either party elects to terminate this Lease (as provided in this Paragraph 24), such terminating party shall give the other party such written notice of its election to terminate within thirty (30) days after the event which gives rise to said party's right to terminate, and this Lease shall terminate fifteen (15) days after the date the non-terminating party receives such notice. If this Lease is terminated, Landlord shall retain all the insurance proceeds payable from insurance required by Paragraph 22(b)(vi) and (c). If neither party elects to terminate this 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 that portion of the Premises or the Building are damaged which was originally constructed by fire or other insured casualtyLandlord, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage Tenant shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part rebuild that portion of the Premises that Tenant originally constructed, as soon as practicable, and thereafter both parties shall each prosecute their respective repair obligations diligently to completion, in which is unusable by Tenant event this Lease will continue in the conduct of its business; providedfull force and effect. All insurance proceeds from insurance under Paragraph 22, howeverexcluding proceeds for trade fixtures, if the damage is due to the fault or neglect of Tenant or its employeesequipment and Tenant's Personal Property, agents, or invitees, there shall be no abatement of Rent. If repairs cannot, in disbursed and paid to 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 pay to Landlord the amount of any injury or damage caused by fire or other causedeductibles payable in connection with any insured casualties, or to make any repairs or replacements to or unless the reciprocal indemnification provisions of improvements installed in the Premises by or for Tenant at Tenant’s costParagraph 22(a) shall apply.

Right to Terminate. If (a) Anything to the Premises or the Building are damaged by fire or other insured casualtycontrary herein notwithstanding, and subject to Section 11.1(c), this Agreement and the insurance proceeds have been made available by the holder or holders of transactions contemplated hereby may be terminated at any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days time after the occurrence of Ultimate Closing Date (or if applicable such damage, without later date on which the payment of overtime or other premiums. Until the repairs are completed, the Rent ten (10) business day cure period referred to in Section 11.1(b) shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business; provided, howeverhave expired), if the damage is Closing has not occurred by such Ultimate Closing Date (or such later date if applicable), time being of the essence: (i) By the mutual written agreement of the parties; (ii) By Buyer, if any condition set forth in Article VIII has not been satisfied; or (iii) By Seller and Shareholders, if any condition set forth in Article IX has not been satisfied. (b) If Buyer desires to terminate this Agreement pursuant to Section 11.1(a)(ii) due to the fault breach by Seller and/or Shareholders of any of its or neglect of Tenant their warranties, representations, covenants, agreements or its employees, agentsobligations hereunder, or inviteesif Seller and Shareholders desire to terminate this Agreement pursuant to Section 11.1(a)(iii) due to the breach by Buyer of any of its warranties, there shall be no abatement of Rent. If repairs cannotrepresentations, in Landlord’s reasonable discretioncovenants, 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 agreements or not Landlord elects to make the repairs. If Landlord elects not to make the repairsobligations hereunder, then either such terminating party may, by or parties shall first give written notice to the other, cancel breaching party or parties and the breaching party or parties shall have ten (10) business days to cure such breach (time being of the essence). (c) If Seller unintentionally fails to disclose one or more matters which were required to be disclosed in the Disclosure Schedule so as to make the representations and warranties in this lease Article V accurate 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 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, appurtenancesAgreement, and equipment therein necessitated Seller subsequently discloses such matters to Buyer by amending or supplementing the damage. Tenant understands that Landlord will Disclosure Schedule by written notice given to Buyer as soon as reasonably practicable after such failure is discovered, then: (i) if the damages to Buyer caused by such breach or breaches do not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under exceed $50,000 in the provision of this Leaseaggregate, and that Landlord then Buyer shall not nonetheless 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.close (provided that the

Right to Terminate. If In the event of casualty to 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 mortgages or deeds of trust covering the BuildingCommon Areas, the damage parties shall be repaired by have the following termination rights: (a) If it is estimated that the amount of time required to substantially complete the repair and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part restoration of the Premises which is unusable by Tenant in the conduct of its business; provided, however, if the damage is due to the fault condition ready for Tenant to restore the Tenant Improvements, the Building or neglect of Tenant or its employeesthe Common Areas, agentsas applicable, or invitees, there shall be no abatement of Rent. If repairs cannot, in Landlord’s reasonable discretion, be made within said one will exceed two hundred twenty seventy (120) day period, Landlord shall notify Tenant within sixty (60270) days of from the date of occurrence of the such damage as to whether or not Landlord elects to make the repairs. If Landlord elects not to make the repairsoccurred, then either party mayLandlord or Tenant (but as to Tenant, by written notice only if all or a substantial portion of the Premises are rendered Untenantable) shall have the right to the other, cancel terminate this lease Lease as of the date of such damage upon giving notice to the occurrence 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 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 anniversary may be extended for Force Majeure); (c) If damage rendering all or a substantial portion of the Premises, Common Areas or the Building untenantable occurs during the last two (2) years of the Term, then either party may terminate this Lease by giving the other party notice of such termination on or before thirty (30) days after the date of damage. Except Notwithstanding the foregoing, Tenant may void any such election by Landlord to terminate this Lease in the last two (2) years of the Term by exercising the Options (defined below), as provided in applicable. If any of the foregoing termination options are exercised, this Lease shall terminate as of the date of such notice. Unless this Lease is terminated pursuant to this Section 1715.02, there Landlord shall be proceed with reasonable promptness to repair and restore the Premises to the condition ready for Tenant to restore the Tenant Improvements, the Building and the Common Areas, subject to Force Majeure, as defined in Section 30.11. Notwithstanding anything to the contrary set forth herein, Landlord shall have no abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access duty pursuant to this Section to repair 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 restore any portion of the Building alterations, additions or improvements owned by Tenant and which are not affixed to the Premises or the Premises, or in Tenant Improvements or to fixtures, appurtenances, expend for any repair or restoration amounts in excess of insurance proceeds paid to Landlord and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings available for repair 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.restoration;

Right to Terminate. 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 of holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s 's reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct of its business; provided, however, if the damage is due to the fault or neglect of Tenant tenant or its employees, agents, or invitees, there shall be no abatement of Rent. If repairs cannot, in Landlord’s '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, 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 '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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s '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 improvement installed in the Premises by or for Tenant at Tenant’s 's cost.

Right to Terminate. If Landlord shall have the right to terminate this Lease in the event any of the following events occur: (i) 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 applicable deductibles, for which Tenant shall be responsible; 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 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 PARAGRAPH 21.C, then Landlord 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 damaged by fire or other insured casualtynot 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 insurance proceeds have been made available 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 amount equal to the present value of the lesser of (x) the cost savings enjoyed by Landlord during the holder 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 holders of any mortgages or deeds of trust covering the BuildingBuilding cannot, the damage shall with reasonable diligence, be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one three hundred twenty sixty (120360) days after the occurrence of such 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 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 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 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 make 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 repairsdate 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 make terminate the repairsLease, then either party maysubject to Tenant’s termination right set forth below, by written notice 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 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 an amount equal to that portion of any deductibles payable in connection with any insured casualties that is allocable to the otherPremises, cancel unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this lease as of Lease if the Premises cannot, with reasonable diligence, be fully repaired within two hundred seventy (270) days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided estimated repair periods in this Section 17, there PARAGRAPH 23 shall be no abatement of Rent and no liability of made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. 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 shall deliver written notice of the Building or 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 Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of extent 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 costLease expressly survives termination).

Right to Terminate. If Landlord shall have the Premises or right to terminate ------------------ this Lease in the Building event any of the following events occurs: (i) Insurance proceeds are damaged by fire or other insured casualtynot available to pay one hundred percent (100%) of the cost of such repair, and excluding the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage deductible for which Tenant shall be responsible; (ii) The Premises cannot, with reasonable diligence, be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part date of the damage or destruction; or (iii) The Premises which is unusable by Tenant in cannot be safely repaired because of the conduct presence of its business; providedhazardous factors, howeverincluding, if the damage is due to the fault or neglect of Tenant or its employeesbut not limited to, agentsearthquake faults, or inviteesradiation, there shall be no abatement of Rentchemical waste and other similar dangers. If repairs cannot, in Landlord’s reasonable discretion, be made within said one hundred twenty (120) day periodLandlord elects to terminate this Lease, Landlord shall notify give Tenant written notice of its election to terminate within sixty thirty (6030) days of after such damage or destruction, and this Lease shall terminate fifteen (15) days after the date of occurrence of the damage as to whether or not Landlord elects to make the repairsTenant receives such notice. If Landlord elects not to make terminate the repairsLease, then 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 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 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 mayas permitted herein, by written notice Landlord shall refund to Tenant any prepaid Rent allocable to the other, cancel this lease as of period following 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 costcasualty.

Right to Terminate. Provided that Tenant is not in default of the Lease as amended hereby, beyond any permitted curative period, and gives written notice to Landlord on or before July 31, 2011 (the “Termination Notice”), Tenant may surrender the Expansion Portion, such surrender to be effective on January 31,2012 (the “Termination Date”). If the Tenant gives the Termination Notice, then the following shall apply: (a) Tenant shall pay Landlord concurrently with the Termination Notice an amount equal to the aggregate of: (i) Twenty-Five dollars ($25.00) per square foot multiplied by the Rentable Area of the Expansion Portion of the Premises or together with applicable GST, plus (ii) the Building are damaged cost of all real estate commissions paid by fire or other insured casualtythe Landlord in connection with leasing of the Expansion Portion to the Tenant (collectively, the “Termination Fee”); (b) Tenant shall deliver up vacant possession of the Expansion Portion in accordance with the Lease and shall remove the Tenant’s moveable trade fixtures, furniture and equipment and shall make good any damage caused by such removal as provided in the Lease, including, without limitation, sections 3,5 and 16.30, and leave the insurance proceeds have been made available by Expansion Portion in a clean-broom swept condition, all in accordance with the holder Lease, without payment or holders compensation of any mortgages or deeds of trust covering kind from Landlord. Tenant’s obligation to observe and perform this covenant shall survive the Building, the damage Termination Date; (c) Tenant shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without responsible for the payment of overtime or other premiums. Until all Basic Rent and Additional Rent with respect to the repairs are completedExpansion Portion to and including the Termination Date including, without limitation, the Termination Fee and all Basic Rent shall be abated in proportion and Additional Rent with respect to the part Expansion Portion in respect of any period prior to the Termination Date which are subsequently billed or adjusted after the Termination Date; and (d) neither party shall have any further liability or obligation to the other after the Termination Date in respect to the Expansion Portion except for Tenant’s obligation to pay the Termination Fee and Tenant’s obligations under subparagraph (c) immediately above, and except for any default under the Lease by Tenant occurring on or before the Termination Date. Tenant’s right to terminate as set out herein shall not apply to any renewal 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, agentsLease, 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 extension 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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.Term,

Right to Terminate. A. If (i) the Leased 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 mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord 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 insurance proceeds available, provided Casualty is rendered untenantable) and Landlord determines that such repairs damage can, in Landlord’s reasonable discretion, not be completed repaired to the condition required hereunder within one two hundred twenty seventy (120270) days after from the occurrence date of such damage, without occurrence; or (ii) during the payment last two (2) Lease Years or in any Partial Lease Year at the end of overtime or other premiums. Until the repairs are completedTerm, the Rent shall be abated in proportion Leased Premises are damaged to the part extent of more than twenty-five percent (25%) of the Premises which is unusable cost of replacement thereof; then (x) Landlord may terminate this Lease by Tenant in the conduct of its business; provided, however, if the damage is due Notice 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 after the date of the occurrence Casualty, 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 (90) days after the giving of said Notice. Rent shall be abated from the date of the damageCasualty. Except as provided in this Section 17The “cost of replacement” shall be determined by the company or companies insuring Landlord against the Casualty, or, if there shall be no abatement such determination, by a qualified Person selected by ▇▇▇▇▇▇▇▇ to determine such “cost of Rent and no liability of Landlord by reason of replacement.” B. If (i) at any injury, inconvenience, temporary limitation of access or interference to or with Tenant’s business or property arising from time during 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision Term of this Lease, the Leased Premises or the Common Areas (to the 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 Landlord shall such damage cannot be required to repair any injury or damage caused by fire or other causerepaired within three hundred and sixty five (365) days from the date of such 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 make 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 be repaired within one hundred eighty (180) days from the date of such occurrence, Tenant may, notwithstanding any repairs or replacements right Landlord may have hereunder to or 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 improvements installed the Casualty. If Tenant so terminates this Lease then the Termination Date shall be the date set forth in the Premises by or for Tenant at Tenant’s costNotice to Landlord.

Right to Terminate. 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 mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord Subject to the extent limitations and conditions set forth herein, Tenant shall have a right to terminate the Lease ("Termination Option") effective as of such insurance proceeds availableMay 31, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty 2001 (120) days after the occurrence of such 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 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 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"Termination Date"). If Landlord elects does not to make the repairs, then either party may, by receive written notice 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 other, cancel this lease as following terms and conditions (collectively the "Termination Conditions"): (1) Tenant shall provide to Landlord a termination fee of thirty-eight thousand three hundred fifty and 00/100 ($38,350.00) along with Tenant's timely written notice of exercise of the date of the occurrence of the damage. Except as provided in this Section 17, there Termination Option; (2) Tenant shall be no abatement liable for performance of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or interference all obligations required 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable be performed by Tenant under the provision Lease, as and when such obligations 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, 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 and Tenant shall have no further rights, obligations or claims with respect to each other arising from this Agreement or the Lease, except for those obligations of Tenant under the Lease which are expressly required to survive and continue after the termination or 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 the Lease, and the parties further agree that it is the intention of Tenant and Landlord shall that this Agreement not be required to repair any injury or damage caused by fire or other cause, or to make any repairs or replacements to or affect such ongoing obligations of improvements installed in the Premises by or for Tenant at Tenant’s cost.

Right to Terminate. If This Agreement may be terminated at any time on or before the Premises Closing Date upon written notice given: (i) by Purchaser, if there has been a material breach by Seller with respect to any of Seller’s agreements, representations or the Building are damaged by fire or other insured casualty, warranties in this Agreement and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed breach is not cured within one hundred twenty five (1205) calendar days after the occurrence receipt by Seller of written notice specifying particularly such 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 conduct of its businessbreach (each a “Seller Default”); provided, however, that if such Seller Default 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 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 agreements, representations or warranties in this Agreement and such 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 damage is due Closing has not occurred on or before the Closing Deadline (a “Deadline Termination”); (iv) pursuant to the fault or neglect Section 3.7 (a “Termination upon Inspection”); (v) pursuant to Section 7.3(b) (a “Destruction of Tenant or its employeesAircraft Termination”); or (vi) by mutual written agreement of Purchaser and Seller (a “Mutual Termination”); provided, agentshowever, or invitees, there shall be that no abatement of Rent. If repairs cannot, Party currently 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 be no abatement of Rent and no liability of Landlord by reason material breach 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision term of this LeaseAgreement (provided that any representation, and warranty or covenant contained herein that Landlord is qualified by materiality standard 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 costfurther qualified hereby) may terminate this Agreement.

Right to Terminate. If Notwithstanding anything contained in this Article 20 to the Premises or contrary, (a) in the Building are damaged by event of any Casualty during the Term due to any cause other than fire or other insured casualtystandard insurable casualties; or (b) any Casualty is so extensive as to make it uneconomical or impractical, in the reasonable opinion of Tenant, to replace or restore the Premises and Improvements to the condition prior to such Casualty; Tenant shall have the right to terminate this Lease upon giving Landlord not less than 90 days' notice of Tenant's exercise of this right. At the expiration of said period, this Lease shall thereupon automatically terminate and Tenant shall have no obligation to restore or rebuild any Improvements affected by such Casualty. Notwithstanding said termination, however, 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 have no obligation in connection therewith to repair, restore or replace any Improvements. In such event all net insurance proceeds payable pursuant to the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Buildingrequired to be maintained pursuant to Section 11.01 hereof, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until any Mortgages and the repairs are completedreimbursement to Tenant of expenses pursuant to this Section 20.02, the Rent shall be abated in proportion payable 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, 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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. If Landlord shall endeavor to accommodate any expansion needs of Tenant within the Premises Building or, so long as Landlord maintains common control of the building at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, the building at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, without, however, any affirmative obligation to provide additional space to Tenant. Tenant understands that any ability to lease additional space in the Building or such other building shall depend upon the availability of such additional space and agreement between Landlord and Tenant on the terms and conditions upon 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 Building are damaged 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 fire Landlord or the owner of such other insured casualtybuilding, 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 one-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, Tenant may provide notice to Landlord setting forth Tenant's growth needs at CambridgePark in reasonable detail, including the minimum amount of space required, and the insurance proceeds have been made available by date upon which Tenant needs to occupy the holder or holders of any mortgages or deeds of trust covering the Buildingspace, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 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 date shall be no abatement sooner than six (6) months after the date of Rent. If repairs cannot, in Landlord’s reasonable discretion, be made within said one hundred twenty such notice (120"Tenant's Growth Notice"). (b) day period, Landlord shall notify provide notice to Tenant within sixty thirty (6030) days of the date of occurrence of the damage as to Tenant's Growth Notice specifying whether or not Landlord elects can accommodate Tenant's growth needs and, if so, the location or alternative locations of the space to make accommodate such growth needs at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the repairs. 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 elects indicates that it cannot to make the repairsaccommodate such growth needs in Landlord's Response Notice, then either party may, Tenant may terminate the Lease without penalty by written notice to the otherLandlord within thirty (30) days after Landlord's Response Notice, cancel this lease as of specifying the date of termination, which date shall not be sooner than six (6) months from the occurrence 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 damage. Except Lease shall expire on the Expiration Date as provided 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 complete a lease or amendment to this Lease to accommodate Tenant's growth needs upon the terms set forth in Landlord's Response Notice and otherwise upon terms consistent with this Lease (except that Tenant shall have no further right to terminate the Lease as set forth in this Section 172.4). (e) If the parties are unable to come to agreement on such a lease or amendment to this Lease within thirty (30) days after Landlord's Response Notice, there then neither party shall be no abatement of Rent and no liability of Landlord by reason of have any injury, inconvenience, temporary limitation of access further obligation to negotiate or interference enter into any such lease or amendment 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 this Lease 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 remain in the Premises by or for Tenant at Tenant’s costfull force and effect unaffected thereby."

Right to Terminate. If Notwithstanding anything to the Premises or the Building are damaged by fire or other insured casualtycontrary set forth in this Agreement, this Agreement may be terminated and the insurance proceeds have been made available transactions contemplated herein abandoned by the holder or holders of notice given in writing as provided herein at any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord time prior to the extent of such insurance proceeds availableClosing (provided, provided such repairs can, in Landlord’s reasonable discretion, that any right to terminate other than pursuant to (a) and (b) must be completed exercised within one hundred twenty thirty (12030) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part terminating party receives written notice of the Premises which is unusable event giving rise to such right of termination): (a) by Tenant in mutual consent of the conduct of its businessparties hereto; (b) by either the Purchaser or the Seller if the Closing shall not have occurred by December 31, 2000; provided, however, that if on or prior to such date, the damage is due 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 fault or neglect purchase of Tenant or its employeesthe Purchased Assets, agents, or invitees, there the immediately preceding date shall be no abatement of Rent. If repairs cannotextended to February 14, in Landlord’s reasonable discretion2001; provided further, be made within said one hundred twenty (120) day periodhowever, Landlord shall notify Tenant within sixty (60) days of that the date of occurrence of the damage as right 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 terminate this lease as of the date of the occurrence of the damage. Except as provided in Agreement under 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 10.1(b) shall not be required available to repair any injury party whose failure to fulfill any obligation under this Agreement has been the cause of, or damage caused resulted in, the failure of the Closing Date to occur on or before such date; (c) by fire 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 causeaction shall have become final and nonappealable; (d) by the Seller if the Purchaser (x) breaches its representations and warranties, or (y) fails to make comply in any repairs material respect with any of its covenants or replacements 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 amount equal to or greater than ten percent (10%) from the amount of improvements installed in Adjusted EBITDA generated by the Premises by or Companies for Tenant at Tenant’s costtwelve (12) month period ending December 31, 1998.

Right to Terminate. 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 mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Expansion Option. Landlord grants to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct of its business; provided, however, if the damage is due to the fault or neglect of Tenant or its employeesPermitted Transferee (as defined in Article 16.B hereinabove)the option (“Expansion Option”) to expand the Premises in accordance with and subject to the provisions of this Article 33. Whenever the term “Tenant” is used in this Article 33 that term shall also refer to a Permitted Transferee whenever such reference would be appropriate, agentsit being the intention of the parties hereto that a Permitted Transferee shall have the same rights and obligations and shall be subject to the same conditions as Tenant with respect to the 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 inviteesa Permitted Transferee, there and shall be no abatement exercisable only by the originally named Tenant or a Permitted Transferee (and not any assignee, sublessee, or other transferee of RentTenant’s interest in this Lease other than a Permitted Transferee). If repairs cannot, in Landlord’s reasonable discretion, be made within said one hundred twenty (120) day period, Landlord shall notify The Tenant within sixty (60) days may exercise the Expansion Option only if Tenant occupies the entire Premises as of the last date of occurrence of on which that Tenant may properly exercise the damage as Expansion Option. Tenant shall not have the right to whether or not Landlord elects to make exercise the repairs. If Landlord elects not to make the repairs, then either party may, by written notice to the other, cancel Expansion Option if Tenant is in default under this lease as of Lease on the date of the occurrence of attempted exercise or (at Landlord’s option) on the damage. Except as provided scheduled Delivery Date (defined below 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 costsubparagraph E).

Right to Terminate. If Landlord shall have the Premises or right to terminate ------------------ this Lease in the Building event any of the following events occur: (i) Insurance proceeds are damaged by fire or other insured casualtynot available to pay one hundred percent (100%) of the cost of such repair, and excluding the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage deductible for which Tenant shall be responsible; (ii) The Building cannot, with reasonable diligence, be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty eighty (120180) days after the occurrence of such 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 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 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 destruction; or (iii) The Building cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to make 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 repairsdate 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 make terminate the repairsLease, then either party maysubject 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 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 written notice the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the otherBuilding cannot, cancel this lease as of with reasonable diligence, be fully repaired within one hundred, eighty (180) days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided estimated repair periods in this Section 17, there paragraph 23 shall be no abatement of Rent and no liability of made by an independent licensed contractor or engineer within thirty (30) days after such damage or destruction. 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 shall deliver written notice of the Building or 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 Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of extent 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 costLease expressly survives termination).

Right to Terminate. If the Premises or the Building are damaged by fire or other insured casualtyIf, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damageEffective Date, 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 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 reasonable discretion, be made within said one hundred twenty (120a) 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 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 Property is taken by condemnation or eminent domain (or is the Premisessubject of a pending taking), or in (b) any portion of the Property is damaged or to fixtures, appurtenances, destroyed (excluding routine wear and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture tear 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 any Buyer), Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If the Property is the subject of 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 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 other causeobligations 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 portion of the Property that is the subject of such casualty or such condemnation or eminent domain proceedings has a value in excess of seven percent (7%) of the Purchase Price as reasonably determined by Seller and Buyer mutually and in good faith, or (ii) any casualty is an uninsured casualty and Seller, in its sole and absolute discretion, does not elect to make cause the damage to be repaired or restored or give Buyer a credit at Closing for such repair or restoration in an amount reasonably acceptable to Buyer, or (iii) any repairs Major Tenant is entitled terminate its Lease as a result of such casualty or replacements condemnation and the applicable tenant does not agree to waive such termination right in writing, or of improvements installed in (iv) such casualty or condemnation proceedings permanently reduces (or upon completion will permanent reduce) parking available at the Premises by Property so as to cause the parking to be noncompliant under any jurisdictional requirement with no commercially reasonable alternative available, or for Tenant at Tenant’s cost(v) such casualty or condemnation proceedings permanently materially reduces or impedes access to the Property with no commercially reasonable alternative available.

Right to Terminate. If In addition to the Premises other causes for termination provided herein, TU Electric shall have the right, except during occurrences of force majeure (as defined in Article 18 of this Agreement) to terminate this Agreement, upon written notice, without any liability or the Building are damaged by fire or other insured casualty44 51 responsibility hereunder, and without prejudice to any other power, right or remedy which TU Electric may have hereunder, if any or all of the insurance proceeds have been made available by following enumerated events occur: 10.1.1 In the holder event of Cogenron's bankruptcy or holders insolvency, or in the event of the initiation of any mortgages proceeding, voluntary or deeds of trust covering involuntary, against Cogenron under the Buildingbankruptcy or insolvency laws, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct event of Cogenron's inability to meet its debts in the ordinary course of business; provided, however, if the damage is due to the fault or neglect of Tenant or its employees, agents, or invitees, that there shall be no abatement termination of Rent. If repairs cannotthis Agreement if, within ten (10) days from the receipt of written notice from TU Electric to terminate, Cogenron as debtor in possession, or Cogenron's trustee, receiver, assignee or custodian, whichever is obligee under this Agreement, in Landlord’s reasonable discretionwriting affirms this Agreement and demonstrates, be made within said one hundred twenty (120) day periodto TU Electric's satisfaction, Landlord shall notify Tenant within 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 of due to Cogenron's failure to correct or remedy the date of occurrence of the damage as to whether cause thereof 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 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 its portion of the Building or the Premisescause thereof, or in or to fixturesprovided, appurtenanceshowever, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of if 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 such cause (other cause, or than a failure to make any repairs or replacements required payment hereunder) cannot by the exercise of due diligence be cured within such sixty (60) day period, TU Electric shall not have the right to or terminate this Agreement if Cogenron within such sixty (60) day period has taken all steps necessary to begin the cure of improvements installed such cause so as to effect said cure as soon after the expiration of such sixty (60) day period as may be feasible. However, TU 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, regardless of Cogenron's attempts to correct such. No termination shall occur, however, in the Premises by or for Tenant at Tenant’s costevent both Parties agree that satisfactory efforts are being made to cure such cause.

Right to Terminate. If Landlord shall have the Premises or right to terminate this Lease in the Building are damaged by fire or other insured casualty, and event any of the following events occur: (i) Insurance proceeds from the insurance proceeds have been made Landlord is required to carry pursuant to Paragraph 21.C are not available by to pay one hundred percent (100%) of the holder or holders cost of any mortgages or deeds of trust covering such repair, excluding the Buildingdeductible; (ii) The Building cannot, the damage shall with reasonable diligence, be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty eighty (120180) days after the occurrence of such 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 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 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 destruction; or (iii) 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 make 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 repairsdate 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 make terminate the repairsLease, then either party maysubject 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 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 written notice the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the otherBuilding cannot, cancel this lease as of with reasonable diligence, be fully repaired within two hundred seventy (270) days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided estimated repair periods in this Section 17, there Paragraph 23 shall be no abatement of Rent and no liability of made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. 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 shall deliver written notice of the Building or 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 Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of extent 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 costLease expressly survives termination).

Right to Terminate. If 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 Premises or sum of Twenty-Nine Million Three Hundred Thousand Dollars ($29,300,000.00) and other good and valuable consideration to it in hand paid by ____________, a ____________ (hereinafter referred to as "Grantee"), whose mailing address is____________, the Building receipt and sufficiency of which consideration are damaged by fire or other insured casualtyhereby acknowledged, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by upon and at the expense of Landlord subject to the extent exceptions, liens, encumbrances, terms and provisions hereinafter set forth and described, has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does hereby GRANT, BARGAIN, SELL and CONVEY, unto Grantee all of such insurance proceeds availablethe real property situated in Mont▇▇▇▇▇▇ ▇▇▇nty, provided such repairs canPennsylvania, 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 Landlord’s reasonable discretionany wise appertaining thereto, be completed within one hundred twenty 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 (120) days after said land, rights, benefits, privileges, easements, tenements, hereditaments, appurtenances, improvements and interests being hereinafter referred to as the occurrence "Property"). This conveyance is made subject to the agreements, easements and restrictions of such damagepublic record (the "Permitted Exceptions"). TO HAVE AND TO HOLD the Property, without subject to the Permitted Exceptions, as aforesaid, unto Grantee, its successors and assigns, forever; and Grantor does hereby bind itself and its successors, to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof, by, through or under Grantor, but not otherwise. By acceptance of this Special Warranty Deed, Grantee assumes payment of overtime or other premiums. Until all real property taxes on the repairs are completed, Property for the Rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business; provided, however, if the damage is year 1999 not 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 and payable as of the date of the occurrence of the damage. Except as provided in this Section 17, there shall be no abatement of Rent hereof 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 costsubsequent years.

Right to Terminate. If the Premises any Property or the Building are portion thereof is destroyed or damaged by fire any casualty in a manner that individually or other insured in combination with any Condemnation, (i) deprives or would deprive 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 (ii) 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 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 Non-Threshold Properties only, to decline to include any Interest associated with such Property in the Principal Closing as contemplated in, and subject to 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 condition of the parking lot at The Esplanade shall not constitute a damage or destruction from a casualty with respect to such Property. If any Substantial Casualty occurs with respect to any Property and this Agreement is not terminated with respect to that Property, CFCL agrees that it will allow the Purchaser to participate in the negotiations regarding the settlement of any claim for insurance proceeds have been made available by payable in respect of that casualty (in the holder or holders case of any mortgages or deeds of trust covering the BuildingPartial Properties, the damage shall be repaired by and at the expense of Landlord only to the extent of the CF Entities are entitled to permit the Purchaser to so participate), and will not compromise or settle any such insurance proceeds availableclaim without obtaining the Purchaser's prior written consent, provided such repairs canwhich consent will not be unreasonably withheld, in Landlord’s reasonable discretionconditioned or delayed. In addition, be completed within one hundred twenty (120) days after the occurrence of such damageCF Entities agree that, without obtaining the payment of overtime Purchaser's prior written consent, which consent will not be unreasonably withheld, conditioned or other premiums. Until the repairs are completeddelayed, the Rent shall be abated in proportion 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, 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord CF Entities will not carry insurance of 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 to, or replacements otherwise restore, any Property subject to or of improvements installed a casualty described in the Premises immediately preceding sentence, other than repairs required to protect the health or safety of any person or property at the Property and except as required by the terms of any Lease, REA Document, loan document or for Tenant at Tenant’s costother agreement to which the relevant Property Owner is a party or which is otherwise applicable to the affected Property.

Right to Terminate. If Landlord shall have the right to terminate ------------------ this Lease in the event any of the following events occurs: (i) Insurance proceeds are not available to pay one hundred percent (100%) of the cost of such repair, excluding the deductible; (ii) The Premises or the Building are damaged by fire or other insured casualtycannot, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Buildingwith reasonable diligence, the damage shall be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part date of the damage or destruction; or (iii) The Premises which is unusable by cannot be safely repaired because of the presence of hazardous factors, 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 in the conduct written notice of its business; provided, however, if the damage is due election 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 terminate within sixty (60) days of after such damage or destruction, and this Lease shall terminate thirty (30) days after the date of occurrence of the damage as to whether or not Landlord elects to make the repairsTenant receives such notice. If Landlord elects not to make terminate the repairsLease, 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 proceeds 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 either party maycurrent replacement cost of the improvements to be restored, by written notice and Tenant shall be obligated to pay up to one-half (5%) of this amount. Tenant shall have the otherright to terminate this Lease, cancel this lease as 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 occurrence damage or destruction. The determination of the damage. Except as provided in this Section 17, there estimated repair period shall be no abatement of Rent and no liability of made by Landlord by reason of any injury, inconvenience, temporary limitation of access in its good faith business judgment within thirty (30) days after such damage 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 destruction. Landlord shall deliver written notice of the Building or the Premises, or in or repair period to fixtures, appurtenances, Tenant after such determination has been made and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision of shall exercise its right to terminate this Lease, and that Landlord shall not be required to repair any injury or damage caused by fire or other causeif at all, or to make any repairs or replacements to or within ten (10) days of improvements installed in the Premises by or for Tenant at Tenant’s costreceipt of such notice from Landlord.

Right to Terminate. If Unless an Event of Loss shall have occurred or an Event of Default shall exist at the Premises time of giving the notice referred to below or at the Building are damaged by fire date fixed for termination, 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 other insured casualtyuneconomic to Lessee's purposes for any reason, and including government mandated Alterations. In order to exercise such right, Lessee shall notify each Lessor Party thereof in writing not more than 12 months nor less than 6 months prior to the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Buildingdate fixed for termination, the damage which notice shall be repaired by irrevocable. From and at after the expense giving of Landlord 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 extent of purchaser (who may not be Lessee or any Affiliate thereof) who has offered the highest cash price. The total sales price realized at such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent sale shall be abated in proportion retained by Lessor and on the date fixed for termination Lessee shall pay to Lessor the part excess, if any, 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, 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 Stipulated Loss Value as of the date fixed for termination over the sales price of the occurrence 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 damage. Except as provided date fixed for termination, the Facility shall continue to be subject to this Lease and this Lease shall continue in this Section 17full force and effect with respect thereto, there Lessee 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 a Supplemental Rent payment in the Premises amount specified in Section 4.04 of the Indenture and, unless such nonoccurrence results from default by the purchaser, Lessee shall thereafter have no right of termination under this Section 4.03. No Lessor Party shall be under any duty to solicit bids or for Tenant at Tenant’s costsales, to inquire into the efforts of Lessee to obtain bids or otherwise to take any action in connection with any such sale other than the obligation of Lessor to Transfer the Facility as provided above.

Right to Terminate. As used in this Lease, the term "1401 Fourth Amendment" means the Fourth Amendment to Lease that adds this Section 45 to this Lease. Provided Tenant is not in Default beyond any applicable cure periods under any provision of this Lease at the time Tenant exercises its termination right, Tenant shall have the one-time right to terminate this Lease effective as of April 30, 2014 (the "Early Termination Date") upon satisfaction of each of the conditions set forth in this Section 45. Tenant's right to terminate the Lease under this Section 45 shall not apply to Tenant's lease of any Specific Offer Space. If Tenant wishes to exercise its right to terminate this Lease, Tenant must (a) deliver written notice to Landlord by no later than November 30, 2013 (the "Termination Notice Date") of its election to terminate; and (b) pay to Landlord in good funds on or before the Termination Notice Date the Early Termination Fee (as defined below). If Tenant exercises its termination right in accordance with the terms of this Section 45, (a) the Early Termination Date shall thereafter be deemed the effective termination date for all purposes under this Lease, (b) any rights of Tenant to expand the Premises or extend the Building are damaged by fire term of this Lease shall be of no further force or other insured casualty, effect and (c) Tenant shall vacate the Premises prior to the Early Termination Date and shall comply with all terms of this Lease with respect to the condition of the Premises as of the Expiration Date and the insurance proceeds have been made available by the holder or holders terms of any mortgages or deeds of trust covering the Buildingsurrender thereof. As used herein, the damage shall be repaired term "Early Termination Fee" means an amount equal to 40% of the sum of (a) $537,491.00 (the "Commission Amount"), plus (b) the amount of the Basic Allowance (as defined in the 1401 Fourth Amendment) actually used by Tenant (whether for construction, rent credits or to pay this Early Termination Fee), plus (c) an amount equal to 4% of the Commission Amount and at the expense of Landlord to Basic Allowance actually used by Tenant. To the extent the Basic Allowance has not been disbursed under the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, then Tenant may elect by notice to Landlord on or before the Termination Notice Date to apply the unfunded amount of such insurance proceeds availablethe Basic Allowance to payment of the Early Termination Fee under this Section 45. For example, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after if no portion of the occurrence of such damage, without Basic Allowance has been funded to reimburse Tenant for Tenant's Work Costs or applied to the payment of overtime or other premiums. Until the repairs are completedBasic Rent, the Rent shall entire Basic Allowance may be abated in proportion applied by Tenant to the part payment of the Premises which is unusable by Early Termination Fee. To the extent Tenant in the 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 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 be no abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access apply all 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 Basic Allowance to payment of the Early Termination Fee, (i) Tenant shall have no further right to receive such portion of the Basic Allowance applied against the Early Termination Fee or apply the Premisesportion of the Basic Allowance applied against the Early Termination Fee to payment of Basic Rent under the ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, or (ii) the amount of the remaining Basic Allowance shall be reduced by the amount of the Early Termination Fee that would have been payable with respect to that remaining portion had it been applied in or full against the Early Termination Fee on the Termination Notice Date (the amount of the remaining Basic Allowance after that reduction being referred to fixtures, appurtenancesas the "Net Remaining Basic Allowance"), and equipment therein necessitated by (iii) Tenant may apply all or any portion of the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant Net Remaining Basic Allowance against subsequent Basic Rent 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. If A. In the Premises or the Building are damaged by event of a fire or other insured casualtycasualty ("Casualty"), and if (i) the insurance proceeds have been made available by buildings (taken in the holder or holders of any mortgages or deeds of trust covering aggregate) in the Building, the damage Shopping Center shall be repaired by and at the expense of Landlord damaged to the extent of more than twenty-five percent (25%) of the cost of replacement thereof; or (ii) the proceeds of Landlord's insurance recovered or recoverable as a result of a Casualty and retained by Landlord shall be insufficient to pay fully for the cost of replacement of the Leased Premises or the building or buildings damaged; or (iii) the Leased Premises or the building in which the Leased Premises is located shall be damaged as a result of any cause which is not covered by Landlord's insurance; or (iv) the Leased Premises shall be damaged in whole or in part during the last two (2) Lease Years or in any Partial Lease Year at the end of the Term; or (v) either or both of the Leased Premises or the building in which the Leased 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 Shopping Center is damaged to such insurance proceeds availableextent that in the sole judgment of Landlord, provided such repairs it cannot be operated as an economically viable unit; then, in Landlord’s reasonable discretionany such event, be completed Landlord may terminate this Lease by notice given to Tenant within one hundred twenty eighty (120180) days after the occurrence settlement of the loss resulting from the Casualty between Landlord and Landlord's insurer(s) (or within one hundred eighty [180] days after the determination by Landlord's insurers that such damageloss was not covered by Landlord's insurance, without if applicable). If Landlord terminates this Lease as aforesaid, then the payment of overtime or other premiums. Until the repairs are completed, the Rent Termination Date shall be abated in proportion to the part of the Premises which is unusable by Tenant date set forth in the conduct notice to Tenant, which date shall not be less than thirty (30) days after the date of its business; provided, however, if said notice. The "cost of replacement" shall be determined by the damage is due to the fault company or neglect of Tenant or its employees, agentscompanies selected by Landlord's insurers, or invitees, if there shall be no abatement such determination, by a person selected by Landlord qualified to determine such "cost of Rentreplacement." Landlord agrees that whenever in this Section 11.1(A) it has the right to cancel Tenant's Lease it will not do so unless it shall likewise endeavor to cancel the leases of other Satellite Store Space tenants similarly situated in Tenant's building whose leases grant Landlord such a right to cancel. If repairs cannotIn the event of a Casualty affecting the Leased Premises, Tenant shall have the right to terminate this Lease if (a) the Leased Premises shall be damaged in Landlord’s reasonable discretionwhole or in part, be made within said one hundred twenty during the last twenty-four (12024) day period, Landlord shall notify Tenant within sixty (60) days months of the date of occurrence Term and the cost to repair or restore the Leased Premises exceeds ten percent (10%) of the damage as cost of replacement thereof, (b) Landlord fails to whether or not Landlord elects begin any restoration work it is obligated to make perform on 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 Leased Premises within six (6) months after the date of the occurrence Casualty or (c) Landlord begins to restore the Leased 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 the date of the damageCasualty. Tenant's right to terminate this Lease under this Section 11.1(A) shall be exercised by giving Landlord written notice of such exercise within thirty (30) days after the date of the Casualty in 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 (30) days after the date Landlord receives the applicable notice. In the event of a Casualty in which other portions of the Common Areas or any of the buildings located in the Shopping Center (exclusive of the Leased Premises) are rendered unusable, Landlord shall have the right, but not the obligation, to restore and/or replace any other buildings (other than the Leased Premises) and other parts of the Common Areas (other than the drives for ingress and egress and the parking areas described in Section 11.1) that were damaged or destroyed as a result of such casualty, with such changes or modifications thereof as Landlord shall desire provided that such changes or modifications shall not materially diminish the character of the Shopping Center as a commercial shopping center. B. If the Casualty shall render the Leased Premises untenantable, in whole or in part, and provided that the Casualty or the occurrence causing the untenantability of the Leased Premises is not caused by or primarily attributable to Tenant or Tenant Related Parties, all Rent shall ▇▇▇▇▇ proportionately during the period of such untenantability on the basis of the ratio which the amount of Floor Space of the Leased Premises rendered untenantable bears to the total Floor Space of the Leased 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 Leased 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 Leased Premises is damaged which results in Tenant being unable to operate its business within that portion of the Leased Premises not so damaged or destroyed, the Leased Premises shall be deemed to be completely untenantable for purposes of this Section 11.1(B). Except as provided to the extent specifically set forth in this Section 1711.1, there neither the Rent nor any other obligations of Tenant under this Lease shall be no abatement of Rent and no liability of Landlord affected 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, appurtenancesCasualty, and equipment therein necessitated Tenant hereby specifically waives all other rights it might otherwise have under law or by the damage. Tenant understands that Landlord will not carry insurance of 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 coststatute.

Right to Terminate. If In the event the 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 mortgages or deeds of trust or by the Landlord's insurance company covering the BuildingPremises, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds availableavailable therefor, provided such repairs can, in Landlord’s reasonable discretion's sole opinion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the such repairs are completed, the Rent shall be abated in proportion 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, employees or agents, or invitees, there shall be no abatement of Rent. If repairs cannot, in Landlord’s reasonable discretion's sole opinion, be made within said one hundred twenty (120) day period, Landlord shall notify Tenant within sixty twenty five (6025) days of the date of occurrence of the such damage as to whether or not Landlord elects shall have elected to make the such repairs. If Landlord elects not to make the repairssuch repairs which cannot be completed within one hundred twenty (120) days, then either party may, by written notice to the other, cancel this lease Lease as of the date of the occurrence of the such damage. Except as provided Anything to the contrary contained herein notwithstanding, in this Section 17that event that due to such repairs being made, the operation of Tenant's business is materially adversely affected, to be determined in Tenant's reasonable discretion for a period in excess of seventy-two (72) consecutive hours, Tenant's Rent shall a▇▇▇▇ until Tenant is able to operate its business in the Premises free of such material adverse impact, unless the damage is due to the fault or neglect of Tenant or its employees or agents in which case, 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 equipment therein necessitated by the damageRent. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s 's furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision provisions of this Lease, and that Landlord shall not be required to repair any injury or damage to such Tenant's property 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 's cost.

Right to Terminate. If The provisions herein contained shall run with and bind the Premises or land included in said tract and shall inure to the Building are damaged benefit of and be enforceable by fire or other insured casualtythe Company and/or by the owner of any land included in said tract, their respective legal representatives, heirs, successors and assigns, and the insurance proceeds have been made available failure by the holder Company and/or by any land owner to enforce any restriction, condition, covenant or holders agreement herein contained shall in no event be deemed a waiver of any mortgages the right to do so thereafter as to the same breach or deeds of trust covering as to one occurring prior or subsequently thereto. SUB-DIVISION XIII All the Buildingcovenants, the damage agreements, easements, restrictions, conditions and charges contained herein shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct of its businessperpetuity; provided, however, if that in the damage is due year 1965, and in each twentieth year thereafter (that is, in the year 1985, in the year 2005, etc.) any of the provisions contained in Sub-Divisions III, IV, V, VI, VII and X may be cancelled, annulled or abrogated, in whole or in part, by the recording in the proper public Land Records of appropriate instruments, in writing, executed by the then owners (not including mortgagees) of a majority in area of the land included in said tract, exclusive of streets, parks, playgrounds and other land then devoted to public use or the general use of the occupants of said tract, which instruments shall specifically set out the provisions of this Deed and Agreement that are thereby cancelled, annulled or abrogated. ACCEPTANCE OF TRUSTS Company's Charges. Sufficiency of Fund. Right to Assign. “Special.” Future Schedules. The Company hereby accepts each of the trusts, duties and obligations imposed upon it by this Deed and Agreement, and agrees to discharge the same without charge for its services, except that for the collection and disbursement of the Community Maintenance Fund provided for in Sub-Division X hereof and for all overhead and office expenses and for the use of all hand tools furnished by it, the Company shall be entitled to charge fifteen percent. (15%) of the amount of all expenditures made by it from said Fund, including in such expenditures payment to the fault Company at current market prices for labor and materials furnished and work done by it. The Company shall exercise its discretion and judgment as to the amount of said Fund to be expended in connection with each of the purposes, for which said Fund is collected, and its decision in reference thereto shall be binding upon all parties interested. The Company does not guarantee the sufficiency of said Fund for the purposes set forth in Sub-Division X hereof, and its liability in respect thereto shall be limited to the payment of its proper share thereof, in proportion to the land owned by it and liable therefor. Any or neglect all of Tenant or its employeesthe rights, agentstitles, easements and estates given to, or inviteesreserved by, there the Company in this Deed and Agreement may be assigned in whole or in part to one or more corporations or associations and likewise all of the powers (including discretionary powers), duties and obligations given to, assumed by, or imposed upon, the Company by this Deed and Agreement may be assigned and transferred to one or more corporations agreeing to assume, exercise, carry out and perform the same. Any such assignment or transfer shall be no abatement of Rent. If repairs cannotmade by appropriate instrument in writing, in Landlord’s reasonable discretion, be made within said one hundred twenty (120) day period, Landlord which the assignee or transferee shall notify Tenant within sixty (60) days join for the purpose 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 evidencing its consent to the otheracceptance and assumption of such powers, cancel this lease duties and obligations; and such assignee or transferee shall thereupon have the same powers and be subject to the same duties and obligations 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 business or property arising from the making of any necessary repairsare herein given to, or any alterations assumed by, or improvements in or imposed upon the Company, the Company thereupon being released therefrom. As to any portion of lot or parcel in the Building or the Premisesabove schedule, or in any other schedule or schedules hereinafter provided for in this paragraph, as to fixtureswhich the setback is designated as "Special," the setback, appurtenancesfrom any street twenty-five (25) feet or more in width, shall be as the Company shall specify in any deed or deeds hereafter made conveying the whole or any part of said lot or parcel; the Company, however, may at any time, or from time to time, file. for record among the Land Records of Baltimore City an instrument or instruments of writing, duly executed and equipment therein necessitated acknowledged by the damage. Tenant understands that Landlord will not carry insurance it, containing in detail a schedule or schedules of setbacks thereafter applying to all or any part or parts of any kind on Tenant’s furniture and furnishings such lot 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 parcel. Setback (in the Premises by or for Tenant at Tenant’s cost.feet) from Setback (in feet) from Lot No. Front Street Side Street Lot No. Front Street Side Street 1 35 22 54 45 2 35 55 45 3 30 56 40 4 29 57 40 5 26 58 38 6 27 59 35 7 25 60 30 8 24 65 35 9 27 66 35 10 25 67 30 11 28 68 25 12 31 69 45 13 34 70 45 14 37 71 40 15 15 50 72 26 16 45 20 73 30 17 50 74 40 18 50 80 45 19 50 81 50 20 50 82 50 21 50 83 35 22 45 84 35 23 40 85 35 24 40 91 35 25 45 92 35 26 50 Lot Lettered 28 30 A Special 29 30 B Special 30 40 C Special 31 40 D Special 32 40 E Special 33 30 F Special 38 30 G Special 39 40 H Special 40 40 J Special 41 41 Parcel Lettered 42 40 43 40 K Special 44 45 L Special 45 50 M Special 46 45 N Special 47 45 O Special 48 45 P Special

Right to Terminate. If 42.01 Tenant shall have the Premises or right (the Building are damaged by fire or "Termination Right") effective as of the five (5) year anniversary of the Rent Commencement Date (the "Early Termination Date"), but not at any other insured casualtytime, to terminate this Lease upon the terms and subject to the conditions set forth below, provided that (i) this Lease shall be in full force and effect, (ii) K-2 Design, Inc. and/or its Affiliates shall be in actual occupancy of the entire Demised Premises, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, (iii) Tenant is not in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without default in the payment of overtime Fixed Rent or other premiums. Until any additional rent under this Lease or otherwise in default hereunder beyond any applicable period of notice and/or cure, in all such cases both on the repairs are completed, date that Tenant delivers to Landlord written notice that it is electing to exercise the Rent shall be abated in proportion to Termination Right and on 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, agents, or invitees, there shall be no abatement of RentEarly Termination Date. If repairs cannotTenant desires to exercise the Termination Right, 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, it may do so only by written notice to Landlord (the other"Termination Notice") given no later than the date which is 180 days prior to the Early Termination Date, cancel this lease as time being of the essence as to such date, together with the payment to Landlord by check, subject to collection, of an amount equal to One Hundred Sixty Thousand Dollars ($160,000.00) (the "Termination Fee"). 42.02 In the event Tenant exercises the Termination Right pursuant to this Article 42, (i) this Lease shall terminate on the Early Termination Date, as if such date were the Expiration Date, and (ii) Tenant shall vacate and surrender the Demised Premises to Landlord on or before the Early Termination Date. The Termination Notice, once given, shall 24 24 be irrevocable. If Tenant shall fail to duly terminate this Lease when and as required by the terms of this Article 42 and/or shall fail to include payment to Landlord of the occurrence Termination Fee provided for above together with the Termination Notice, or if Tenant's check for the Termination Fee shall be returned unpaid due to lack of funds or otherwise, the Termination Right provided for in this Article shall cease and expire and this Lease shall continue for the balance 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 costTerm hereof remaining."

Right to Terminate. If A. Except as otherwise provided in Paragraph 7. of this LEASE, if either Party fails to fulfill its material obligations under this LEASE in a timely and proper manner, the Premises other Party shall have the right to terminate this LEASE or exercise other rights and remedies hereunder after giving written notice of default to the Building are damaged applicable Party and an opportunity to cure the same as provided in this Subparagraph 4.A. An applicable Party that fails to fulfill its material obligations under this LEASE in a timely and proper manner (except as otherwise provided in Paragraph 7. of this LEASE) shall have forty-five (45) calendar days from receipt of notice from the other Party to remedy the deficiency. Notwithstanding the foregoing, if such deficiency cannot with due diligence be remedied by fire or other insured casualtythe applicable Party within such 45-day period, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Buildingif such Party diligently commences to remedy such deficiency within such 45-day period and thereafter prosecutes such remedy with reasonable diligence, the damage period of time to remedy such deficiency shall be repaired by and at the expense extended to permit a cure period of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred and twenty (120) days after in the occurrence aggregate so long as such Party prosecutes such remedy with reasonable diligence; provided, however that upon request of such damage, without the payment of overtime or other premiums. Until the repairs are completedParty, the Rent other Party shall, from time to time, consent to an extension of such 120 day period, which consent shall not be unreasonably withheld, so long as the applicable Party is diligently proceeding to cure such deficiency. Such curing Party’s request for an extension of time to cure shall be abated accompanied by a reasonably detailed schedule for completing such cure. A Party shall not be deemed to be in proportion default under the terms of this LEASE unless and until a Default has occurred (as defined in Paragraph 7 below). B. From and after January 1, 2011, LESSEE, in its sole discretion, shall have the right to terminate this LEASE by giving a written termination notice to LESSOR on or before June 10, 2011 and each June 10th of each calendar year thereafter, whereupon this LEASE shall terminate on (a) May 1st of the next calendar year following such notice with respect to the part portion of the Premises which is unusable by Tenant used in connection with LESSEE’s sugar cane operations and (b) July 1st of the conduct next calendar year following such notice with respect to the portion of its business; provided, howeverthe Premises used in connection with LESSEE’s citrus operations. For example, if the damage is due LESSEE gives a termination notice to LESSOR on June 4, 2011, then this LEASE shall terminate on May 1, 2012 with respect to the fault or neglect portion of Tenant or its employeesthe Premises used in connection with LESSEE’s sugar cane operations and on July 1, agents2012 with respect to the portion of the Premises used in connection with LESSEE’s citrus operations. C. If: (i) LESSEE does not timely exercise any applicable ROFR (as defined in and) in accordance with the terms and conditions of Paragraph 38. hereof; and (ii) from and after June 30, or invitees2014 until the Expiration Date, there LESSEE has allowed fallow fields to exist on the Premises (the “Applicable Premises”), LESSOR shall be no abatement of Rent. If repairs cannothave the right, in Landlord’s reasonable its sole discretion, be made within said one hundred twenty to terminate this LEASE with respect to the Applicable Premises upon fifteen (120) day period, Landlord shall notify Tenant within sixty (6015) 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 otherLESSEE and LESSEE shall thereupon vacate the Applicable Premises within fifteen (15) days of such written notice in accordance with Paragraph 22. of this LEASE or be deemed to be holding over pursuant to Paragraph 23. of this LEASE. In the event of such termination, cancel LESSEE shall be deemed to have a non-exclusive right of access until the Expiration Date over and across paved or unpaved roadways or pathways within the Applicable Premises as reasonably necessary for LESSEE to continue to have access to the remaining portion of the Premises that is then still subject to the terms of this lease as of LEASE. From and after the date of the occurrence termination of this LEASE for all or any portion of the damage. Except Applicable Premises as provided in this Section 17subparagraph C., there the annual Rent shall be no abatement reduced by Fifty and No/100 Dollars ($50.00) multiplied by the acreage of Rent such released portion of the Premises. D. If LESSEE does not timely exercise any applicable ROFR, then, at LESSEE’s option, from and no liability of Landlord by reason of any injuryafter June 30, inconvenience2014, temporary limitation of access LESSEE shall have the right to terminate this LEASE with respect to all 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 Applicable Premises upon no less than one hundred and eighty (180) days written notice to LESSOR (which shall set forth the vacation date) and LESSEE shall thereupon vacate the Applicable Premises on such vacation date set forth in LESSEE’s notice or be deemed to be holding over pursuant to Paragraph 23 of this LEASE. In the event of such termination, LESSEE shall be deemed to have a non-exclusive right of access until the Expiration Date over and across paved or unpaved roadways or pathways within the Applicable Premises as reasonably necessary for LESSEE to continue to have access to the remaining portion of the Premises that is then still subject to the terms of this LEASE. From and after the date of the termination of this LEASE for all or any portion of the Applicable Premises as provided in this subparagraph D., the annual Rent shall be reduced by Fifty and No/100 Dollars ($50.00) multiplied by the acreage of such released portion of the Premises. E. In the event that LESSOR or LESSEE terminates this LEASE in accordance with subparagraphs C. or D. above, or then, in or such event, LESSEE agrees to fixturesreasonably cooperate with any successor tenants of the Applicable Premises with respect to planting, appurtenancescultivation and harvesting in order for such tenants to have access to the Applicable Premises over the Premises – if such access is the typical method of accessing the Applicable Premises (upon terms and conditions provided in this LEASE for access by private parties) and to reasonably coordinate such operations with LESSEE’s operations on the remaining portion of the Premises. (i) LESSOR, in its sole discretion, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance without payment or consideration of any kind on Tenant’s furniture and furnishings to LESSEE whatsoever, shall have the right to terminate this LEASE for (x) portion(s) of the Premises in an amount not to exceed 10,000 acres in the aggregate (in portions of land which shall be comprised of no less than 2,000 contiguous acres) (collectively, the “First Partial Release”) which are to be used in connection with or on any fixtures related to an SFWMD approved restoration project (“Restoration Project”) or equipment removable by Tenant under in exchange for property necessary for the provision Restoration Project, and/or (y) portion(s) of this Lease, and that Landlord shall the Premises in an amount not be required to repair any injury or damage caused by fire or other cause, or to make any repairs or replacements to or exceed 3,000 acres in the aggregate in connection with transfers of improvements installed in such portion(s) of the Premises by LESSOR to municipalities or for Tenant at Tenant’s cost.other governmental entities (each, a “Governmental Transferee”), with the understanding that if any applicable portion of the Premises is then under cultivation of sugar cane by LESSEE, such transfer to the Governmental Transferee shall be made subject to the terms and conditions of the LEASE (other than the ROFR under Paragraph 39. below) and if any applicable portion of the Premises is not then under cultivation of sugar cane by LESSEE, such transfer shall be made free and clear of the LEASE. In the case of each of clauses (x) and

Right to Terminate. If A. In the Premises or the Building are damaged by event of a fire or other insured casualtycasualty ("Casualty") affecting the Leased Premises, and if (i) the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage Leased Premises shall be repaired by and at the expense of Landlord damaged to the extent of such more than twenty-five percent (25%) of the cost of replacement thereof; or (ii) the proceeds of Landlord's insurance proceeds availablerecovered or recoverable as a result of a Casualty and retained by Landlord shall be insufficient to pay fully for the cost of replacement of the Leased Premises, provided such repairs canthat, to the extent that Landlord is self-insured, Landlord will be deemed to have recovered the amount which would have been recovered if Landlord had carried commercial insurance coverage for the insurance required to be carried by Landlord pursuant to Section 8.8 of this Lease; or (iii) the Leased Premises or the building in which the Leased Premises is located shall be damaged as a result of any cause which is not covered by Landlord's insurance; or (iv) the Leased Premises shall be damaged in whole or in part during the last two (2) Lease Years or in any Partial Lease Year at the end of the Term; then, in Landlord’s reasonable discretionany such event, be completed Landlord may terminate this Lease by notice given to Tenant within one hundred twenty ninety (12090) days after the occurrence of such damageCasualty. If Landlord terminates this Lease as aforesaid, without then the payment of overtime or other premiums. Until the repairs are completed, the Rent Termination Date shall be abated in proportion the date of such Casualty, provided Tenant shall have a reasonable period of time after receipt of such notice to remove Tenant's property from the part Leased Premises. The "cost of replacement" shall be determined by the Premises which is unusable company or companies selected 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, agentsLandlord's insurers, or invitees, if there shall be no such determination, by a person selected by Landlord qualified to determine such "cost of replacement." Landlord agrees that whenever in this Section 11.1(A) it has the right to cancel Tenant's Lease it will not do so unless it shall likewise endeavor to cancel the leases of other tenants in the Shopping Center who are similarly affected by such Casualty. In the event of a Casualty affecting the Leased Premises, Tenant shall have the right to terminate this Lease if (a) the Leased Premises shall be damaged in whole or in part during the last two (2) years of the Term and the cost to repair or restore the Leased Premises exceeds twenty-five percent (25%) of the cost of replacement thereof or (b) if, in the reasonable opinion of a certified architect selected by Landlord and approved by Tenant (whose approval shall not be unreasonably withheld), Landlord cannot fulfill its obligations hereunder with respect to reconstruction of the Leased Premises within one hundred eighty (180) days after the date of the Casualty, in which event, Landlord will notify Tenant in writing within ninety (90) days after the date of the Casualty. Tenant's right to terminate this Lease under this Section 11.1(A) shall be exercised by giving Landlord written notice of such exercise within forty-five (45) days after the date of the Casualty in the case of clause (a) above and within thirty (30) days after delivery of Landlord's notice in the case of clause (b) above, and in either event the effective date of the termination shall be the date of such Casualty provided Tenant shall have a reasonable period of time after delivery of such notice to remove Tenant's Property from the Leased Premises. B. If the Casualty shall render the Leased Premises untenantable, in whole or in part, all Rent (other than Percentage Rent) shall ▇▇▇▇▇ proportionately during the period of such untenantability on the basis of the ratio which the amount of floor space of the Leased Premises rendered untenantable bears to the total floor space of the Leased Premises. Such abatement of Rent. If repairs cannotRent shall terminate on the earlier of (i) the date any repair and restoration work is substantially completed by Landlord pursuant to its obligations, in Landlord’s reasonable discretionif any, be made within said one hundred twenty (120) day periodunder Section 11.2, Landlord shall notify Tenant within or sixty (60) 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 date Leased Premises previously rendered untenantable. Notwithstanding anything to the contrary contained herein, in the event as a result of occurrence a Casualty only a portion of the damage as Leased Premises is damaged which results in Tenant being unable to whether operate its business within that portion of the Leased Premises not so damaged or not Landlord elects destroyed, the Leased Premises shall be deemed to make the repairsbe completely untenantable for purposes of this Section 11.1(B). If Landlord elects not to make the repairs, then either party may, by written notice Except to the other, cancel this lease as of the date of the occurrence of the damage. Except as provided extent specifically set forth in this Section 1711.1, there neither the Rent nor any other obligations of Tenant under this Lease shall be no abatement of Rent and no liability of Landlord affected 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, appurtenancesCasualty, and equipment therein necessitated Tenant hereby specifically waives all other rights it might otherwise have under law or by the damage. Tenant understands that Landlord will not carry insurance of 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 coststatute.

Right to Terminate. (a) Subject to the provisions of this Article 15, Sublessee shall have the right (the "Termination Right") to terminate this Sublease, effective as of October 31, 2006 (the "Termination Effective Date"), provided that: (i) Sublessee shall give Sublessor written notice (the "Termination Notice") of Sublessee's election to exercise the Termination Right on or prior to a date that is twelve months prior to October 31, 2006, Termination Effective Date; (ii) In consideration of Sublessee's exercise of the Termination Right, Sublessee shall pay to Sublessor with the Termination Notice, $ 1,000,000.00 plus the amount of the unamortized balance of the Credit Facility Fund as of the Termination Effective Date, if any (the "Termination Payment"); and (iii) No event of default for which notice has been given by Sublessor shall have occurred and be continuing (y) on the date that Sublessee delivers the Termination Notice to Sublessor or (z) on or before the Termination Effective Date. The failure or delay of Sublessor in giving notice of a default to Sublessee shall not be construed as a waiver of Sublessor's right to subsequently give such notice. (b) If Sublessee properly exercises the Premises or Termination Right, then, effective as of the Building are damaged by fire or other insured casualtyTermination Effective Date, this Sublease shall terminate and end as fully and completely as if the Termination Effective Date was the last date of the term. Accordingly, and without limiting the insurance proceeds have been made available by generality of the holder foregoing (i) on or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord prior to the extent Termination Effective Date, Sublessee shall (and shall cause each of such insurance proceeds availableits subtenants, provided such repairs canif any) to vacate and surrender the Subleased Premises in accordance with the provisions of this Sublease, in Landlord’s reasonable discretion(ii) as of the Termination Effective Date, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Base Sublease Rent and Sublease Additional Rent shall be abated apportioned in proportion the same manner and to the part same extent as if the Termination Effective Date was the end of the Premises which is unusable by Tenant in Sublease term and (iii) from and after the conduct of its business; providedTermination Effective Date, however, if the damage is due neither party shall have any further rights against or obligations 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 be no abatement of Rent and no liability of Landlord other 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 this Sublease or the Premisesestate created hereby, or in or to fixtures, appurtenances, except for such rights and equipment therein necessitated obligations which by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision terms of this Lease, and that Landlord shall not be required to repair any injury Sublease survive the expiration 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 costtermination hereof.

Right to Terminate. If Landlord shall have the right to terminate this Lease in the event any of the following events occur: (i) 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 applicable deductibles, for which Tenant shall be responsible; 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 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 PARAGRAPH 21.C, then Landlord 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 damaged by fire or other insured casualtynot 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 insurance proceeds have been made available 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 amount equal to the present value of the lesser of (x) the cost savings enjoyed by Landlord during the holder 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 holders of any mortgages or deeds of trust covering the BuildingBuilding cannot, the damage shall with reasonable diligence, be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one three hundred twenty sixty (120360) days after the occurrence of such 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 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 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 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 make 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 repairsdate 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 make terminate the repairsLease, then either party maysubject to Tenant's termination right set forth below, by written notice 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 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 an amount equal to that portion of any deductibles payable in connection with any insured casualties that is allocable to the otherPremises, cancel unless the casualty was caused by the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this lease as of Lease if the Premises cannot, with reasonable diligence, be fully repaired within two hundred seventy (270) days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided estimated repair periods in this Section 17, there PARAGRAPH 23 shall be no abatement of Rent and no liability of made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. 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 shall deliver written notice of the Building or 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 Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of extent 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 costLease expressly survives termination).

Right to Terminate. 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 mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, So long as Tenant is not in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 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 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant material default under the provision terms of this Lease, Tenant shall have a one time Right to Terminate the Lease 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, Tenant shall provide Landlord with written notice (`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 that Landlord shall not be required to repair the Base Monthly Rent due under the Lease; and (ii) any injury or damage caused by fire rent or other causesums owed by Tenant to Landlord from the period prior to the effective date of the Termination. In no event shall Tenant have any obligations under the Lease after the end of the eighty-fourth month, or 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 of Landlord's receipt of Tenant's notice to make any repairs or replacements exercise this Right to or Terminate, pay Landlord's unamortized costs (based upon a twelve (12) year amortization period and an interest rate of improvements installed 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 by or for to the Tenant. This Right to Terminate only applies to the Premises in Building Two. Tenant at Tenant’s cost.may exercise its Right to Terminate under any of the following conditions:

Right to Terminate. (a) If the Premises foregoing provisions of this Paragraph are not fully complied with by the Vendors or the Building are damaged Purchaser by fire or other insured casualtyon the Completion Date, and the insurance proceeds have been made available Purchaser, in the case of non-compliance by any of the Vendors, or the Vendors, in the case of non-compliance by the holder or holders of any mortgages or deeds of trust covering the BuildingPurchaser, the damage shall be repaired by entitled (in addition to and at the expense of Landlord without prejudice to all other rights or remedies available to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120terminating Party including the right to claim damages) days after the occurrence of such 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 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 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 other Parties served on such date: (i) to elect to terminate this lease as Agreement (other than the provisions referred to in Clause 5.5 of the SPA (Surviving provisions)) without liability on the part of the terminating Party; or (ii) to effect Completion so far as practicable having regard to the defaults which have occurred; or (iii) to mutually agree to a new Completion Date (not being more than twenty (20) Business Days after the previous agreed date for Completion), in which case the foregoing provisions of this Paragraph (Right to terminate) shall apply to Completion as so deferred but provided such deferral may only occur once, unless otherwise mutually agreed. (b) If prior to Completion: (i) it shall be found that: (A) any of the Warranties was, when given, or will be or would be, at Completion (as if they had been given again at Completion) not complied with or otherwise untrue or misleading; or (B) any Party has breached any material term of the SPA (including without limitation, the Vendors’ obligations and undertakings under Paragraph 3 (Actions pending completion), the non-defaulting Party shall be entitled (in addition to and without prejudice to all other rights or remedies available to it including the right to claim damages) by notice in writing to the defaulting Party to terminate the SPA (other than the provisions referred to in Clause 5.5 of the SPA (Surviving provisions)) or to claim for specific performance of the SPA against the defaulting Party, but failure to exercise this right shall not constitute a waiver of any other rights of the non-defaulting Party or its successors in title or its personal representative (as the case may be) arising out of such breach; or (ii) any event shall occur (other than an event constituting or giving rise to a breach of any of the Warranties) which (in the reasonable opinion of the Purchaser) affects or is likely to affect adversely to a material degree the financial position or turnover or profitability of TPI, the Purchaser shall be entitled by notice in writing to the Vendors to terminate the SPA (other than the provisions referred to in Clause 5.5 of the SPA (Surviving provisions)) but the occurrence of the damage. Except as provided in this Section 17, there such an event 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 not give rise to any portion of the Building right to damages or the Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 costcompensation.

Right to Terminate. If Notwithstanding any other provision to the Premises or contrary contained in this Article 14, in the Building are damaged by event that, as a result of such fire or other insured casualty, (1) Tenant shall reasonably estimate in the exercise of good faith business judgment that (a) the applicable Property Location cannot be used for the same purpose and substantially with the insurance proceeds have been made available by same utility as before such fire or other casualty, or (b) it will be unable to use such damaged Property Location for the holder customary operation of Tenant’s business for more than (i) one (1) year, or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within (ii) one hundred twenty (120) days after if such fire or casualty has occurred in the occurrence last two (2) years of the Term or any extension of the Term, or (2) 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 fire 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 (I) Tenant has complied with all obligations pursuant to Article 6 hereof, (II) Tenant has paid to Landlord all Rent and other amounts payable with respect to the damaged Property Location, and (III) Tenant has paid or has caused to be paid to Landlord as its interests may appear all insurance proceeds which shall have been paid to Tenant with respect to the destruction or damage of such damage, without Property Location and not utilized towards 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 conduct of its businessRestoration; provided, however, if the damage is due to the fault or neglect of that Tenant or its employeesshall retain those insurance proceeds in which Landlord does not have an interest including, agentsbut not limited to, 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 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, appurtenancesPersonalty, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry ordinary payroll insurance of 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 costproceeds.

Right to Terminate. If Landlord shall have the Premises or right to terminate this Lease in the Building are damaged by fire or other insured casualty, and event any of the following events occur: (i) Insurance proceeds from the insurance proceeds have been made Landlord is required to carry pursuant to Paragraph 21.C are not available by to pay one hundred percent (100%) of the holder or holders cost of any mortgages or deeds of trust covering such repair, excluding the Building, the damage deductible for which Tenant shall be responsible; (ii) The Building cannot, with reasonable diligence, be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty eighty (120180) days after the occurrence of such 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 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 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 destruction; or (iii) 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 make 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 repairsdate 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 make terminate the repairsLease, then either party maysubject 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 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 written notice the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the otherBuilding cannot, cancel this lease as of with reasonable diligence, be fully repaired within two hundred seventy (270) days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided estimated repair periods in this Section 17, there Paragraph 23 shall be no abatement of Rent and no liability of made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. 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 shall deliver written notice of the Building or 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 Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of extent 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 costLease expressly survives termination).

Right to Terminate. 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 Premises Termination Notice by the expiration of the ninth (9th) Lease Year, Tenant's right to so terminate this Lease shall not have expired or the Building are damaged by fire or other insured casualty, and the insurance proceeds be deemed to have been made available by waived until such time as (i) Landlord not)fies Tenant in writing that the holder or holders date for the delivery of any mortgages or deeds the Termination Notice is past due (the "Reminder Notice") and (ii) Tenant shall have failed, within thirty (30) days following Tenant's receipt of trust covering the BuildingReminder Notice, to have delivered to Landlord the damage shall be repaired by and at Termination Notice. In the expense of Landlord event Tenant exercises its right to terminate this Lease pursuant to the extent foregoing, Landlord shall have the right, exercisable by written notice to Tenant, to select an effective termination date earlier than the expiration of such insurance proceeds availablethe sixteenth (16th) Lease Year (the "Early Termination Effective Date"), provided such repairs can, in Landlord’s reasonable discretion, that the Early Termination Effective Date shall not be completed within early than the date one hundred twenty (120) days after following the occurrence 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 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 "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 the Louisville Lease each include a provision comparable to this Section 2.2 which permits Tenant to terminate each such damage, without lease early. The exercise by Tenant to terminate either the payment 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 overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion this Lease pursuant to the part terms of the Premises which is unusable by Tenant in the conduct this Section 2.2 regardless 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 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 Tenant has delivered 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 costTermination Notice hereunder.

Right to Terminate. If the Premises This Agreement may be terminated during its Term 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 during any mortgages or deeds of trust covering the Building, the damage renewal terms as follows: 5.2.1 Licensor shall be repaired by entitled to terminate this Agreement immediately upon written notice delivered to Licensee if Licensee engages in an intentional material unauthorized use of the SLS Intellectual Property and at the expense of Landlord fails to the extent of cure such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed unauthorized use within one hundred twenty thirty (12030) days after receipt of written notice of the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent unauthorized use. 5.2.2 Licensor shall be abated in proportion entitled to the part terminate this Agreement upon fifteen (15) days’ notice to Licensee if: (a) a material breach occurs which is of the Premises 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 prior breaches), (b) Licensee willfully and intentionally breaches this Agreement, (c) Licensee breaches a material provision of this Agreement and the breach is unusable not reasonably capable of being cured, or (d) Licensee uses the SLS Intellectual Property in an intentional material violation of the terms of this Agreement that is not cured within fifteen (15) days following notice thereof to Licensee. 5.2.3 Licensee shall be entitled to terminate this Agreement upon thirty (30) days’ prior written notice to Licensor upon the default or material breach of the HMA by Tenant in the conduct of Licensor or its businessaffiliates unless cured within such thirty (30) day 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 damage is due right to extend the fault cure period provided that Licensee commences to cure such default 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 material breach within said one hundred twenty thirty (12030) day period, Landlord shall notify Tenant days after such notice by Licensor and thereafter diligently complete such cure 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, after notice 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 costLicensor.

Right to Terminate. If 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 mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds availableavailable therefor, provided such repairs can, in Landlord’s reasonable discretionsole opinion, be completed within one hundred twenty (120) calendar days after the occurrence of such damage, without the payment of overtime or other premiums. Until the 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 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 reasonable discretionsole opinion, be made within said one hundred twenty (120) calendar day period, Landlord shall notify Tenant within sixty twenty-five (6025) calendar days of the date of occurrence of the such damage as to whether or not Landlord elects shall have elected to make the such repairs. If Landlord elects not to make the repairssuch repairs which cannot be completed within one hundred twenty (120) calendar days, then either party may, by written notice to the other, cancel this lease Lease as of the date of the occurrence of such damage. Provided, however, Tenant shall in such case not have the right to terminate the Lease if the damage is due to the fault or neglect of Tenant or its employees, 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 1718, 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 the such damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision 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, or as soon thereafter as is reasonably possible, after the date by which Landlord has repaired damage to the Leased Premises, whether or not insurance proceeds are available to Tenant for such purpose.

Right to Terminate. If Notwithstanding the Premises provisions of Section 16.1 of this Article, (a) if the Improvements are totally destroyed by Casualty or (b) if the Building Improvements are substantially damaged or destroyed during the last five (5) years of the term of this Lease, then Tenant shall have the option to either (i) repair and restore the Improvements in accordance with Section 16.1, or (ii) terminate this lease by fire or other insured casualty, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of giving Landlord to the extent of notice thereof within thirty (30) days following such insurance proceeds available, provided such repairs canCasualty, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent which latter event this Lease shall be abated in proportion 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, 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 terminate effective as of the date of such Casualty. If Tenant terminates this Lease pursuant to the occurrence preceding sentence, Tenant shall demolish and raze the remainder of the damageImprovements (except for any party wall and footings and foundation supporting any party wall if there exists an adjacent building which is not damaged or is to be restored), remove the rubble and debris, and properly compact the soil. Except Tenant's obligations under the preceding sentence shall survive any termination of this Lease pursuant to the provisions of this Section. In such event, insurance proceeds relating to the damage and destruction shall be applied first to reimburse Tenant for the reasonable cost of removing the Improvements and restoration of the site, and 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 months between the Commencement Date and the date of the casualty, 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 (ii) Tenant 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 Section 17Article, there then Rent shall be no abatement paid up to the date of Rent such termination and no liability of Landlord by reason shall make a proportionate refund to Tenant of any injury, inconvenience, temporary limitation of access or interference rent paid by Tenant to or with Tenant’s business or property arising from the making of any necessary repairs, or any alterations or improvements Landlord in or to any portion advance that shall not have been earned as of the Building or the Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance effective date of 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 costtermination.

Right to Terminate. If Notwithstanding the Premises provisions of the foregoing Section, if the Improvements are at any time after the 17th anniversary of the Full Rent Commencement Date, damaged or the Building are damaged destroyed by fire fire, windstorm or other insured casualty, Casualty and if Tenant reasonably estimates repair restoration of the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs Improvements can, in Landlord’s reasonable discretion, not be completed within one hundred twenty 90 days, then Tenant shall have the option to either (120a) repair and restore the Improvements in accordance with Section 15.1 or (b) terminate this Lease by giving Landlord notice thereof within thirty (30) days after the occurrence of following such 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 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 cannotCasualty, in Landlord’s reasonable discretion, be made within said one hundred twenty (120) day period, Landlord which latter event this Lease 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 terminate effective as of the date of such Casualty. If Tenant terminates this Lease pursuant to the occurrence preceding sentence, Tenant shall demolish and raze the remainder of the damageImprovements (except for any party wall and footings and foundation supporting any party wall if there exists an adjacent building which is not damaged or is to be restored), remove the rubble and debris, and properly compact the soil. Except Tenant’s obligations under the preceding sentence shall survive any termination of this Lease pursuant to the provisions of this Section. In such event, insurance proceeds relating to the damage and destruction shall be applied first to reimburse Tenant for the reasonable cost of removing the Improvements and restoration of the site, and 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 Commencement Date and the date of the casualty, 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 (ii) Tenant 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 Section 17Article, there then rent shall be no abatement paid up to the date of Rent such termination and no liability of Landlord by reason shall make a proportionate refund to Tenant of any injury, inconvenience, temporary limitation of access or interference rent paid by Tenant to or with Tenant’s business or property arising from the making of any necessary repairs, or any alterations or improvements Landlord in or to any portion advance that shall not have been earned as of the Building or the Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance effective date of 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 costtermination.

Right to Terminate. 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 Provided no Event of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 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 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 Default exists as of the date of the occurrence Tenant’s delivery of the damage“Termination Notice” (as defined below) and as of the “Termination Date” (as defined below), Tenant shall have the one time right to terminate this Lease effective as of 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 Termination Date stating that Tenant elects to terminate this Lease pursuant to the terms and conditions of 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). Except The “Termination Fee” shall be an amount equal to (a) six (6) months of Basic Rent (calculated at the rate payable as provided of the Termination Date), 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 Landlord in connection with this Lease, and (3) 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 early termination. Provided that Tenant terminates this Lease pursuant to the terms of this Section 27, then this Lease shall automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination Date, except those obligations set forth 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 Lease which specifically survive the expiration 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease, up to and that Landlord including the Termination Date. 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 required limited 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 costcheck being returned by the bank for any reason whatsoever, such failure shall, at Landlord’s option, serve to nullify the terms and conditions of this provision, in which case this Lease shall continue in full force and effect for the remainder of the Term.

Right to Terminate. If Tenant shall have a one-time option to terminate this Lease on May 31, 2017 (the Premises “Termination Date”), subject to the following: (a) To exercise the option, Tenant shall 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 Building are damaged case may be. (c) It shall be a condition precedent to Tenant’s right to exercise its termination option and to the termination of this Lease by fire or other insured casualtyTenant pursuant to such option that (i) Tenant shall not be in default under any of the terms and conditions of the Lease both on the date the Termination Notice is delivered to Landlord and on the Termination Date, and (ii) Tenant pay to Landlord the insurance proceeds have been made available Termination Notice Payment in strict accord with the terms of this Section 31; it being agreed that, in case of such a default outstanding as of either of such dates or if said payment is not received by Landlord in strict accord with the holder or holders terms hereof, Tenant’s option to terminate, Tenant’s Termination Notice and any termination by Tenant of any mortgages or deeds of trust covering the Building, the damage this Lease otherwise to be effected pursuant to this Section 31 shall be repaired by void ab initio and at of no force and effect and the expense of Landlord Lease shall continue in full force and effect pursuant to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct of its businessterms; provided, however, if the damage is due to the fault or neglect in case of Tenant or its employees, agents, or invitees, there shall be no abatement such a default outstanding as of Rent. If repairs cannot, in Landlord’s reasonable discretion, be made within said one hundred twenty (120) day periodeither of such dates, 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 Tenant, elect to waive the othersubject condition precedent concerning such default, cancel this lease as of in which case 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 business or property arising from the making of any necessary repairs, or any alterations or improvements in or option to any portion of the Building or the Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damageterminate. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture Termination Notice and furnishings or on any fixtures or equipment removable the termination by Tenant under the provision of this Lease, and that Landlord Lease pursuant thereto shall not be required to repair any injury or damage caused by fire or void and shall be effective in accordance with the other cause, or to make any repairs or replacements to or terms of improvements installed in the Premises by or for Tenant at Tenant’s costthis Section 31.

Right to Terminate. If 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 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 casualty, to the extent of such insurance proceeds availableavailable therefor, provided such repairs can, in Landlord’s reasonable discretion's sole opinion, be completed within one hundred twenty (120) eighty (180) calendar days after the occurrence of such damage, without the payment of overtime or other premiums. Until the 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 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 reasonable discretion's sole opinion, be made within said one hundred twenty (120) eighty (180) calendar day period, Landlord shall notify Tenant within sixty twenty-five (6025) calendar days of the date of occurrence of the such damage as to whether or not Landlord elects shall have elected to make the such repairs. If Landlord elects not to make the repairssuch repairs which cannot be completed within one hundred twenty (120) eighty (180) calendar days, then either party may, by written notice to the other, cancel this lease Lease as of the date of the occurrence of such damage. Provided, however, Tenant shall in such case not have the right to terminate the Lease if the damage is due to the fault or neglect of Tenant or its employees, 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 1718, 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 '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 the such damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s 's furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision 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 '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 such damage may not reasonably be repaired within sixty(60) days thereafter, Tenant may elect to terminate this Lease upon thirty (30) days prior written notice to Landlord.

Right to Terminate. If 7.2.1 Either Party may terminate this Agreement upon the Premises other Party’s breach of a representation, warranty, term, covenant or undertaking in this Agreement if, within thirty (30) days following the Building are damaged delivery of a written notice to the defaulting Party setting forth in reasonable detail the basis of such 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) Admit 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, or consent to the filing of a petition of bankruptcy against it. d) Be adjudicated by fire a court of competent jurisdiction as being bankrupt or other insured casualtyinsolvent. e) Seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or f) Have a decree entered against it by a court of competent jurisdiction appointing a receiver, 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 be required to remit to Ambient all amounts owing thereto on account of equipment purchased by Ambient for the Deployments, services rendered by Ambient, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall and all other amounts that may be repaired by and at the expense of Landlord owing to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part Ambient as of the Premises which is unusable by Tenant in the conduct date of its businesstermination; provided, however, if the damage is due to the fault or neglect of Tenant or its employees, agents, or invitees, there that Duke shall be no abatement entitled to a credit for the net amount realized by Ambient from the resale or other disposition of Rent. If repairs cannot, in Landlord’s reasonable discretion, be made such equipment within said one hundred twenty eighty (120) day period, Landlord shall notify Tenant within sixty (60180) days from notice of the date of occurrence of the damage as termination. Ambient shall use commercially reasonable efforts 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 costmaximize such credits.

Right to Terminate. If Landlord shall have the Premises or right to terminate this Lease in the Building event any of the following events occur: (i) Insurance proceeds are damaged by fire or other insured casualtynot available to pay one hundred percent (100%) of the cost of such repair, and excluding the insurance proceeds have been made available by deductible for which Tenant shall be responsible (as more specifically provided below), unless Tenant elects to pay the holder or holders cost of any mortgages or deeds of trust covering the Buildingrepair that is not covered by insurance proceeds; (ii) The Building cannot, the damage shall with reasonable diligence, be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty eighty (120180) days after the occurrence of such 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 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 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 destruction; or (iii) The Building cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to make 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 repairsdate Tenant receives such notice. If Landlord elects not to make terminate the repairsLease, then either party maysubject 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 proceeds 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 written notice the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease, if the otherBuilding cannot, cancel this lease as of with reasonable diligence, be fully repaired within one hundred eighty (180) days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided in this Section 17, there estimated repair period shall be no abatement of Rent and no liability of made by Landlord by reason of any injury, inconvenience, temporary limitation of access in its good faith business judgment within thirty (30) days after such damage 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 destruction. Landlord shall deliver written notice of the Building or the Premises, or in or repair period to fixtures, appurtenances, Tenant after such determination has been made and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision of shall exercise its right to terminate this Lease, and that Landlord shall not be required to repair any injury or damage caused by fire or other causeif at all, or to make any repairs or replacements to or within ten (10) days of improvements installed in the Premises by or for Tenant at Tenant’s costreceipt of such notice from Landlord.

Right to Terminate. 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 mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord Subject to the extent terms of such insurance proceeds availablethis Section, provided such repairs can, Tenant shall have the right to terminate this Lease in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days advance of the expiration of the Primary Term of this Lease effective at anytime after the occurrence last day of such damage, without the payment of overtime or other premiums. Until the repairs are completed, seventy-eighth (78th) month following the Rent shall Commencement Date. Tenant’s right to terminate this Lease pursuant to this Section may only be abated in proportion to the part exercised if all of the Premises which following requirements are satisfied: (i) Tenant is unusable by Tenant not at that time in the conduct of its business; provided, however, if the damage is due default with respect 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 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 occurrence of the damage as early termination, (ii) Tenant has not provided an Expansion Notice to whether or not Landlord elects to make for the repairs. If Landlord elects not to make the repairsSecond Expansion Option, then either party may, by (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 otherproposed date of termination pursuant to this Section, cancel this lease as and (iv) along with the foregoing described written notice to Landlord Tenant shall deliver to Landlord a termination fee in the amount of the date of following, as applicable, (a) if Tenant has not provided an Expansion Notice to Landlord for the occurrence of First Expansion Option, the damage. Except as provided in this Section 17, there termination fee shall be no abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or interference an amount equal 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 unamortized portion of the Building or real estate brokerage commission paid by Landlord to CresaPartners — West, Inc. (“CresaPartners”) in connection with this Lease (with the Premisescommission being amortized on a straight line basis over the Primary Term and the calculation of the unamortized amount shall be performed on a per day basis), or (b) if Tenant has provided an Expansion Notice to Landlord for the First Expansion Option, the termination fee shall be the sum of the following amounts (x) the unamortized portion of the real estate brokerage commission paid by Landlord to CresaPartners in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision of connection with 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. In the event that any 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 Premises 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 Non-Threshold Properties only, to decline to include such Property or the Building are damaged by fire or other insured casualtyInterests associated with such Property in the Principal Closing as contemplated in, and 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 insurance proceeds have been made available by Purchaser will acquire the holder or holders Property or, if applicable, the Interests, on the terms and conditions set forth in this Agreement. If any Condemnation occurs with respect to any Property and this Agreement is not terminated, CFCL agrees that it will allow the Purchaser to participate in the negotiations regarding the settlement of any mortgages or deeds claim for proceeds resulting from that Condemnation (in the case of trust covering the BuildingPartial Properties, the damage shall be repaired by and at the expense of Landlord only to the extent of the CF Entities are entitled to permit the Purchaser to so participate) and will not settle any such insurance proceeds availableclaim without obtaining the Purchaser's prior written consent, provided such repairs canwhich consent will not be unreasonably withheld, in Landlord’s reasonable discretionconditioned or delayed. In addition, be completed within one hundred twenty (120) days after the occurrence of such damageCF Entities agree that, without obtaining the payment of overtime or other premiums. Until the repairs are completedPurchaser's prior written consent, the Rent shall be abated in proportion 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, 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord consent will not carry insurance of any kind on Tenant’s furniture and furnishings be unreasonably withheld, conditioned or on any fixtures or equipment removable by Tenant under the provision of this Leasedelayed, and that Landlord shall they will not be required to repair any injury or damage caused by fire or other cause, or to make any repairs to, or replacements otherwise restore, any Property subject to a Condemnation, other than repairs required to protect the health or safety of improvements installed in any person or property at the Premises Property and except as required by the terms of any Lease, REA Document, loan document or for Tenant at Tenant’s costother agreement to which the relevant Property Owner is a party or which is otherwise applicable to the affected Property.

Right to Terminate. If Landlord shall have the Premises or right to terminate this Lease in the Building event any of the following events occur: (i) Insurance proceeds are damaged by fire or other insured casualtynot available to pay one hundred percent (100%) of the cost of such repair, and excluding the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage deductible for which Tenant shall be responsible; (ii) The Building(s) cannot, with reasonable diligence, be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty eighty (120180) days after the occurrence of such 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 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 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 destruction; or (iii) The Building(s) cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to make 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 repairsdate 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 make terminate the repairsLease, then either party maysubject 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 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 written notice the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease with respect to the otherBuilding(s) that is/are damaged, cancel this lease as of if the affected Building(s) cannot, with reasonable diligence, be fully repaired within one hundred eighty (180) days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided estimated repair periods in this Section 17, there paragraph 23 shall be no abatement of Rent and no liability of made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. 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 shall deliver written notice of the Building or 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 Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of extent 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 costLease expressly survives termination).

Right to Terminate. If A. Subject to the provisions of the Air Rights Lease as described in Section 14.6, in event of a fire or other casualty ("Casualty"), if (i) portions (taken in the 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 a Casualty and retained by Landlord shall be insufficient to pay fully for the cost of replacement of the Premises or the Building are building or buildings damaged; or (iii) the Premises or the building in which the Premises is located shall be damaged by fire or other insured casualty, and the insurance proceeds have been made available by the holder or holders as a result of any mortgages or deeds cause which is not covered by Landlord's insurance in an uncovered amount in excess of trust covering ten percent (10%) of the replacement cost of the Building, ; or (iv) the damage Premises shall be repaired by and damaged in whole or to any substantial degree during the last Lease Year or in any Partial Lease Year at the expense end of Landlord 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 insurance proceeds availableextent that in the sole judgment of Landlord, provided such repairs it cannot be operated as an economically viable unit; then, in Landlord’s reasonable discretionany such event, be completed Landlord may terminate this Lease by notice given to Tenant within one hundred twenty ninety (12090) days after the occurrence of such damagecasualty occurs. If LandLord terminates this Lease as aforesaid, without then the payment of overtime or other premiums. Until the repairs are completed, the Rent Termination Date shall be abated in proportion to the part of the Premises which is unusable by Tenant date set forth in the conduct notice to Tenant, which date shall not be not Less than thirty (30) days after the date of its business; provided, however, if said notice. The "cost of replacement" shall be determined by the damage is due to the fault company or neglect of Tenant or its employees, agentscompanies selected by Landlord's insurers, or invitees, if there shall be no abatement such determination, by an impartial person selected by Landlord professionally qualified to determine such "cost of Rentreplacement". If repairs cannotIn the event of a Casualty affecting the Premises, Tenant shall have the right to terminate this Lease if (a) the Premises shall be damaged in Landlord’s reasonable discretionwhole or in part, be made within said one hundred twenty during the last two (1202) day period, Landlord shall notify Tenant within sixty (60) days Lease Years or in any Partial Lease Year at the end of the date of occurrence Term unless the Tenant has exercised its option to renew, (b) the cost to repair or restore the Premises exceeds twenty-five percent (25%) of the damage as cost of replacement thereof; (c) Landlord fails to whether begin any restoration work it is obligated to perform on the Building 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 Premises within six (6) months after the date of the occurrence 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 the date of the damageCasualty. Tenant's right to terminate this Lease under this Section 11.1 (A) shall be exercised by giving Landlord written notice of such exercise within thirty (30) days after the date of the Casualty in 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 (30) 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 or 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 completely untenantable for purposes of this Section 11.1 (B). Except as provided to the extent specifically set forth in this Section 1711.1, there shall be no abatement neither the Rent nor any other obligations 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 Lease 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.be

Right to Terminate. If the Premises damage or destruction occurs during the Building are damaged by fire last two (2) years of the primary Term or other insured casualtyat any time during a Renewal Term, and either (i) the cost of Restoration is estimated to exceed twenty-five percent (25%) or more of the replacement value of the affected Structure(s), or (ii) 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 and Tenant, then, provided that no default has occurred and is continuing and such casualty is covered by the insurance proceeds required to be maintained by Tenant under Paragraph 9.1.4 and Tenant is otherwise in compliance with the requirements of Article 9 related to insurance, Tenant shall have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord right to terminate this Lease only as to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120Structure(s) days after that is the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to the part subject of the Premises which is unusable casualty by Tenant in the conduct of its business; provided, however, if the damage is due written notice given 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 Landlord (120a “Casualty Termination Notice”) day period, Landlord shall notify Tenant within sixty (60) days of after the date of occurrence of the such damage as to whether or not Landlord elects to make the repairsdestruction. If Landlord elects not Tenant timely delivers a Casualty Termination Notice, this Lease shall be terminated with respect to make the repairs, then either party may, by written notice to the other, cancel this lease such Structure(s) effective as of the date of the occurrence of the damage. Except such notice is given or such later date 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 Tenant vacates the Premises, Landlord shall be entitled to receive and retain all insurance proceeds relating to such damage or in 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 fixtures, appurtenancessatisfy its obligations under Paragraph 11.2, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of Fixed Rent shall be adjusted to reflect 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 reduction in the Premises by rentable square footage. If Tenant fails to timely deliver a Casualty Termination Notice, Tenant will be deemed to have elected not to exercise its option to terminate the Lease and Tenant 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 Tenant for Tenant at Tenant’s costapplication to the cost of Restoration, which proceeds shall be deposited in an escrow with a third party for distribution in the same manner as a construction loan.

Right to Terminate. If Landlord shall have the Premises or right to terminate this Lease in the Building are damaged by fire or other insured casualty, and event any of the following events occur: (i) Insurance proceeds from the insurance proceeds have been made Landlord is required to carry pursuant to PARAGRAPH 21.C are not available by to pay one hundred percent (100%) of the holder or holders cost of any mortgages or deeds of trust covering such repair, excluding the Building, the damage deductible for which Tenant shall be responsible; (ii) The Building cannot, with reasonable diligence, be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty eighty (120180) days after the occurrence of such 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 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 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 destruction; or (iii) 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 make 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 repairsdate 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 make terminate the repairsLease, then either party maysubject 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 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 written notice the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the otherBuilding cannot, cancel this lease as of with reasonable diligence, be fully repaired within three hundred sixty-five (365) days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided estimated repair periods in this Section 17, there PARAGRAPH 23 shall be no abatement of Rent and no liability of made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. 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 shall deliver written notice of the Building or 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 Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of extent 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 costLease expressly survives termination).

Right to Terminate. If Landlord shall have the Premises or right to terminate this Lease in the Building are damaged by fire or other insured casualty, and event any of the following events occur: (i) Insurance proceeds from the insurance proceeds have been made Landlord is required to carry pursuant to Paragraph 21.C are not available by to pay one hundred percent (100%) of the holder or holders cost of any mortgages or deeds of trust covering such repair, excluding the Building, the damage deductible for which Tenant shall be responsible; (ii) The Building cannot, with reasonable diligence, be fully repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty eighty (120180) days after the occurrence of such 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 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 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 destruction; or (iii) 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 make 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 repairsdate 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 make terminate the repairsLease, then either party maysubject 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 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 written notice the sole negligence or willful misconduct of Landlord. Tenant shall have the right to terminate this Lease if the otherBuilding cannot, cancel this lease as of with reasonable diligence, be fully repaired within two hundred seventy (270) days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided estimated repair periods in this Section 17, there Paragraph 23 shall be no abatement of Rent and no liability of made by an independent, licensed contractor or engineer within thirty (30) days after such damage or destruction. 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 shall deliver written notice of the Building or 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 Premises, or in or to fixtures, appurtenances, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of extent 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 costLease expressly survives termination).

Right to Terminate. If Landlord shall have the Premises or right to terminate this Lease in the Building event any of the following events occur: (i) Insurance proceeds are damaged by fire or other insured casualty, and not available to pay one hundred percent (100%) of the insurance proceeds have been made available by cost of such repair (excluding the holder or holders of any mortgages or deeds of trust covering the Building, the damage deductible for which Tenant shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such 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 conduct of its businessresponsible); provided, however, that Landlord shall not be permitted to terminate this Lease if the damage is insurance proceeds are not available due to Landlord's failure to maintain the fault or neglect of Tenant or its employees, agents, or invitees, there shall be no abatement of Rent. If repairs insurance coverage required by this Lease; (ii) The Building cannot, in Landlord’s with reasonable discretiondiligence, be made fully repaired by Landlord within said one hundred twenty fifty (120) day period, Landlord shall notify Tenant within sixty (60150) days of after the date of occurrence the damage or destruction; or (iii) The Building cannot be safely repaired because of the damage as to whether or presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers. If Landlord elects to make 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 repairsdate Tenant receives such notice. If Landlord elects not to make terminate the repairsLease, then either party 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 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. 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, by written notice 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 otherBuilding cannot, cancel this lease as of with reasonable diligence, be fully repaired within one hundred fifty (150) days from the date of the occurrence damage or destruction. The determination of the damage. Except as provided in this Section 17, there estimated repair period shall be no abatement of Rent and no liability of made by Landlord by reason of any injury, inconvenience, temporary limitation of access in its good faith business judgment within thirty (30) days after such damage 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 destruction. Landlord shall deliver written notice of the Building or the Premises, or in or repair period to fixtures, appurtenances, Tenant after such determination has been made and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture and furnishings or on any fixtures or equipment removable by Tenant under the provision of shall exercise its right to terminate this Lease, and that Landlord shall not be required to repair any injury or damage caused by fire or other causeif at all, or to make any repairs or replacements to or within ten (10) days of improvements installed in the Premises by or for Tenant at Tenant’s costreceipt of such notice from Landlord.

Right to Terminate. If The Merger Agreement may be terminated at any time prior to the Premises Effective Time, whether before or after the Building are damaged Full Circle stockholders vote to approve the Merger, as follows: • by fire 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 action, in each case, enjoining or otherwise prohibiting consummation of the Merger, and such order, decree, ruling or other insured casualty, 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 insurance proceeds have been made available bylaws of Full Circle. • by the holder or holders Full Circle: • upon a breach of any mortgages covenant or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available, provided such repairs can, in Landlord’s reasonable discretion, be completed within one hundred twenty (120) days after the occurrence of such damage, without the payment of overtime or other premiums. Until the repairs are completed, the Rent shall be abated in proportion to agreement on the part of the Premises which is unusable by Tenant GECC in the conduct 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 Subscription Agreement is untrue, provided, that if such breach is curable by GECC through the exercise of reasonable best efforts and GECC continues to exercise such reasonable best efforts, Full Circle may not terminate the Merger Agreement; • if GECC's initial capitalization shall have not been consummated as and when required under the Merger Agreement and the Subscription Agreement or within two business days thereafter; or • in order to 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 breach is curable by Full Circle through the 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 business; provided, however, if obligations under the damage Merger Agreement 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 a proximate cause 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 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 equipment therein necessitated by the damage. Tenant understands that Landlord will not carry insurance of 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 basis for Tenant at Tenant’s costtermination.

Right to Terminate. If the Premises or the Building are damaged by fire or Notwithstanding any other insured casualty, and the insurance proceeds have been made available by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord provision to the extent contrary contained in this Article 14, in the event that, as a result of such insurance proceeds availablea Casualty Event, provided (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 repairs canCasualty Event, in Landlordor (ii) it will be unable to use such damaged Property Location for the customary operation of Tenant’s reasonable discretionbusiness for more than (1) one (1) year, be completed within or (2) one hundred twenty (120) days after if such Casualty Event has occurred in the occurrence 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 ▇▇▇▇▇▇’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 damage, without Property Location and not utilized towards 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 conduct of its businessRestoration; provided, however, if the damage is due to the fault or neglect of that Tenant or its employeesshall retain those insurance proceeds in which Landlord does not have an interest including, agentsbut not limited to, 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 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, appurtenancesPersonalty, and equipment therein necessitated by the damage. Tenant understands that Landlord will not carry ordinary payroll insurance of 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 costproceeds.