LEASE AGREEMENT BY AND BETWEEN PHILIP ELGHANIAN ("LESSOR") AND DVA HEALTHCARE RENAL CARE, INC. ("LESSEE") Dated: February 6, 2009

Exhibit 10.1

LEASE AGREEMENT

BY AND BETWEEN

PHILIP ELGHANIAN (“LESSOR”)

AND

DVA HEALTHCARE RENAL CARE, INC. (“LESSEE”)

Dated: February 6, 2009

TABLE OF CONTENTS

THIS LEASE AGREEMENT (the “Lease”), made and entered into this                      day of                      , 200  _____  (the “Effective Date”), by and between PHILIP ELGHANIAN (hereinafter called “Lessor”), and DVA HEALTHCARE RENAL CARE, INC. (hereinafter called the “Lessee”).

W I T N E S S E T H:

WHEREAS , Lessor desires to demise, lease and rent unto Lessee, and the Lessee desires to rent and lease from Lessor that certain real property located at 17590 Foothill Boulevard, Fontana, California, as more particularly described on Exhibit A, together with a building consisting of approximately Ten Thousand Five Hundred Sixty-Eight (10,568) rentable square feet {NOTE: TO BE CONFIRMED BY LESSEE} (the “Building”) and all improvements thereon and appurtenant rights thereto including, without limitation, parking areas, easements, declarations and rights of way (collectively the “Premises”).

NOW, THEREFORE, for and in consideration of the mutual covenants, promises and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor does hereby demise, lease and rent unto the Lessee and Lessee does hereby rent and lease from Lessor the Premises, under and pursuant to the following terms and conditions:

1.  Term . This Lease shall be effective on the Effective Date. Lessor shall deliver possession of the Premises upon the later to occur of: (i) Lessor’s completion of the remediation and disposal of the Hazardous Substances (as defined in Section 10) described in the Lessor Environmental Report (as defined in Section 10) or (ii) Lessor’s satisfaction of the Acquisition Contingency (as defined in Section 21) (the “Possession Date”). In the event the Possession Date does not occur within one hundred fifty (150) days following the Effective Date, Lessee may elect to terminate this Lease by written notice to Lessor.

The term of the Lease shall commence upon the earlier of: (i) the date that is eight (8) months following the Possession Date; or (ii) the date in which the Premises are open to the public for business for the Permitted Use (as defined below) (and such date being referred to herein as the “Commencement Date”) and shall expire one hundred twenty (120) months following said Commencement Date (as the same may be extended the “Termination Date”), unless renewed as hereinafter provided (the “Term”). Each twelve (12) month period beginning on the Commencement Date or any anniversary thereof shall hereinafter be called a “Lease Year.” Upon determination of the Commencement Date, Lessor shall execute and forward a memorandum in the form attached hereto as Exhibit C to Lessee for Lessee’s approval and execution.

2.  Rent . Beginning on the Commencement Date, Lessee agrees to pay as an initial annual base rent (“Rent”) of Two Hundred Fifty-Nine Thousand Nine Hundred Seventy-Two and 80/100 Dollars ($259,972.80), based on a $2.05 per rentable square foot per month amount. Beginning on the Commencement Date, Lessee shall pay Rent in the amount of $21,664.40 per month in advance on the first day of each calendar month during the Term, such monthly installment to be prorated for any partial calendar month in which the Commencement Date or Termination Date shall occur. The Rent shall be adjusted in accordance with the provisions of Section 3. All amounts (unless otherwise provided herein) other than the Rent and the adjustments thereto described in Section 3 hereof owed by Lessee to Lessor hereunder including, without limitation, the payment of: (i) Taxes (as defined below), (ii) the CAM Expenses (as defined below), (iii) Premises Insurance Reimbursements (as defined below), and (iv) interest due on amounts not paid when due (with such past due amounts accruing interest at the Default Interest Rate (as defined below)) shall be deemed additional rent (“Additional Rent”). Any payment of Rent or Additional Rent not paid by Lessee to Lessor when due shall bear interest at lesser of: (i) twelve percent (12%) or (ii) the maximum rate permitted by applicable law from the date of when due until the date of payment by Lessee to Lessor (the “Default Interest Rate”). Within thirty (30) days following the Possession Date, Lessor shall complete and deliver to Lessee a Form W-9 — Request for Taxpayer Identification and Certification.

Except as otherwise provided in this Lease, it is the intention of the parties that Lessor shall receive Rent, Additional Rent and all sums payable by Lessee under this Lease free of all taxes, expenses, charges, damages and deductions of any nature whatsoever (except as otherwise provided hereinafter) and Lessee covenants and agrees to pay all sums (including rent taxes, maintenance, repair and replacement costs as set forth in Section 8, Taxes, CAM Expenses, and Premises Insurance Reimbursements) which except for this Lease would have been chargeable against the Premises and payable by Lessor. Lessee shall, however, be under no obligation to pay principal or interest on any mortgage on the fee of the Premises, penalties or interest for late or partial payment nor any income, franchise, inheritance, estate, transfer, excise, gift or capital gain taxes, that are or may be payable by Lessor or that may be imposed against Lessor or succession tax by reason of any present, future or retroactive law which may be enacted during the Term of this Lease.

3.  Rent Adjustments . Beginning on the fifth (5 ^th ) anniversary of the Commencement Date, Rent shall increase 12.5%, and Lessee shall pay Rent in the amount of $24,372.45 per month (commencing on the fifth (5 ^th ) anniversary of the Commencement Date) and continuing until the expiration of the tenth (10 ^th ) Lease Year, without delays in such adjustments due to any abatement periods that may be applicable during such Lease Years.

4.  Renewals . Lessee shall have the right and option to renew this Lease for three (3) additional periods of five (5) years each, next immediately ensuing after the expiration of the initial Term of this Lease and the subsequent renewal periods by notifying Lessor in writing not less than one hundred eighty (180) days before the expiration of the immediately preceding initial Term or subsequent renewal Term of this Lease of Lessee’s intention to exercise its option to renew, but Lessee shall have no option to extend this Lease beyond three (3) renewal periods of five (5) years each after the initial Term. In the event that Lessee so elects to extend this Lease, then, for such extended period of the Term, all of the terms, covenants and conditions of this Lease shall continue to be, and shall be, in full force and effect during such extended period of the Term hereof, except for the Rent. The Rent for any such extended period shall be increased by 12.5% over the Rent for the immediately preceding initial Term or subsequent renewal term.

5.  Condition of Premises . Lessor shall deliver the Premises in its “AS IS, WHERE IS” condition.

6.  Use of Premises . Lessee may occupy and use the Premises during the Term for purposes of the operation of an outpatient renal dialysis clinic, renal dialysis home training, aphaeresis services and similar blood separation and cell collection procedures, general medical offices, clinical laboratory, including all incidental, related, and necessary elements and functions of other recognized dialysis disciplines which may be necessary or desirable to render a complete program of treatment to patients of Lessee (the “Permitted Use”), or for any other lawful purpose(s) that would not violate any applicable laws with respect to the Premises (e.g., the types of uses only permitted with respect to the zoning classification of the Premises). Lessee may operate during such days and hours as Lessee may determine, without the imposition of minimum or maximum hours of operation by Lessor and Lessee shall have access to the Premises, and may operate, up to 24 hours per day, seven (7) days per week, 365 days per year.

After the Effective Date, and at all times in which this Lease is in full force and effect, and so long as Lessee is not in default of this Lease, Lessor shall not lease any property owned, leased or controlled by Lessor within a radius of five (5) miles from the Premises to be occupied or used by a business that derives more than ten percent (10%) of its revenues from renal dialysis, renal dialysis home training, any aphaeresis service(s) or similar blood separation or cell collection procedures, except services involving the collection of blood or blood components from volunteer donors. This paragraph shall be of no force or effect following the termination or expiration of this Lease. Notwithstanding the foregoing, the radius restriction set forth in this paragraph shall not be applicable to: (i) any existing lease for a renal dialysis operation located at any property owned, leased or controlled by Lessor within the above-referenced five (5) miles radius as of the Effective Date, or (ii) any existing lease for a renal dialysis operation which is in business and located at a property within five (5) miles of the Premises which Lessor acquires or obtains controls of after the Effective Date (‘Existing Renal Facility Lease”).

7. Assignment/Subletting . Lessee shall not assign this Lease, or sublet the Premises, or any part thereof, without Lessor’s prior written consent which consent shall not be unreasonably withheld, conditioned or delayed. Prior to any sublease or assignment (“Lease Transfer”), Lessee shall first notify Lessor in writing of its election to sublease all or a portion of the Premises or to assign this Lease or any interest thereunder. At any time within thirty (30) days after service of said notice, Lessor shall notify Lessee that it consents or refuses to consent to the Lease Transfer. A failure by Lessor to respond within such thirty (30) day period shall be deemed to be a consent.

Lessor shall not have the right to recapture any sublease or assignment space. Any denial of such Lease Transfer by Lessor as hereinabove provided must be predicated upon a commercially reasonable basis for such denial. Any net profits paid in connection with a Lease Transfer in excess of Lessee’s Rent obligations hereunder (which net profits shall be calculated after deducting all reasonable costs incurred by Lessee in connection with the space subject to the Lease Transfer) shall be divided by Lessor and Lessor on a fifty/fifty (50/50) basis (the “Lease Transfer Net Profits”). The costs incurred by Lessee in connection with such a Transfer shall include, but not be limited to, legal fees, rental abatement, vacancy period, allowances, lessee improvements, leasing commissions and the time to sublease or assign and remodel the Premises (the “Total Transfer Costs”). Lessor’s fifty percent (50%) share of the Lease Transfer Net Profits shall be determined as follows: (i) the dollar amount of the Total Transfer Costs shall be divided by the number of months remaining in either the initial Term or the applicable renewal period (after the month in which the Lease Transfer occurs), and such amount shall be the “Monthly Transfer Cost Amount”, (ii) the difference between the new monthly Rent (as a result of the Lease Transfer) and the monthly Rent (for the month prior to the month in which the Lease Transfer occurs) shall be determined (the “Monthly Rent Increase Amount”), and (iii) the difference between the Monthly Rent Increase Amount and the Monthly Transfer Cost Amount shall be determined (the “Monthly Transfer Profit Amount”). Lessee shall pay to Lessor on a monthly basis fifty percent (50%) of the Monthly Transfer Profit Amount commencing on the first month after the Lease Transfer occurs.

Notwithstanding the foregoing, no consent of Lessor is required for Lessee to assign or otherwise transfer (by operation of law or otherwise) this Lease or any of its rights hereunder to: (a) any person, corporation, partnership or other entity which acquires all or substantially all of the business or assets of Lessee or stock in Lessee; (b) any person, corporation, partnership or other entity which controls, is controlled by or is under common control with Lessee; or (c) any affiliate (within the meaning of such term as set forth in Rule 501 of Regulation D under the Federal Securities Act of 1933) of Lessee.

No such assignment or other transfer, in whole or in part, of any Lessee’s rights or obligations under this Lease shall be or operate as a release of Lessee hereunder and Lessee shall remain responsible for performing Lessee’s obligations hereunder should Lessee’s assignee or transferee fail to perform any such obligations, unless specifically provided otherwise by Lessor in writing.

8. Taxes, Utilities and CAM Expenses .

(a)  Taxes . Lessee shall pay, at its sole cost and expense, all Taxes, for the Premises. The term “Taxes” shall mean all general, special, ordinary, supplemental and extraordinary real and personal property taxes and assessments, license fees and taxes, rental taxes, levies, charges, penalties, sewer or water charges (hook-up or otherwise), improvement bonds and other governmental levies imposed by any authority having direct or indirect power to tax, including, but not limited to, any city, county, state or federal government, or any school, agricultural, sanitary, fire, street, lighting, drainage or other improvement district, on, against, or with respect to the Premises, Lessor’s right to rent and other income therefrom or Lessor’s business of leasing the Premises, together with any taxes or assessments imposed in addition to, in substitution of or as a supplement to any taxes or assessments previously included within the definition of Taxes. Taxes shall not include (except as set forth below) any penalties or interest for late or partial payment nor any income, franchise, inheritance, estate, excise, gift or capital gain taxes that are or may be payable by Lessor or that may be imposed against Lessor. The term “Taxes” shall also include any tax, fee, levy, assessment or charge: (i) the nature of which was hereinbefore included within the definition of Taxes, (ii) which was imposed

for a service or right not charged prior to June 1, 1978, or, if previously charged, has been increased since June 1, 1978, (iii) which is imposed or assessed as a result of any and all changes in ownership (as that term is used in Article 13A of the California Constitution and/or California Revenue and Taxation Code Sections 60, et seq.) of the Premises, or any portion thereof, or which is added to a tax or charge hereinbefore included within the definition of Taxes by reason of such transfer(s), (iv) which is imposed or assessed as a result of any and all alterations, additions or improvements to the Premises or any portion thereof, or (v) which is imposed by reason of this transaction, any modifications or changes hereto or any transfers hereof. Should Lessor choose not to contest any Taxes, Lessee shall have the right to contest the Taxes in Lessor’s name and with Lessor’s reasonable cooperation, at no expense to Lessor. Lessor, at Lessee’s sole expense, shall join in any such contestation proceedings if any Law shall so require. Lessee shall pay to Lessor the Taxes on a semi-annual basis as follows: (i) Lessor shall submit to Lessee semi-annually a copy of the tax bill for the Premises setting forth the semi-annual installment amount due (the “Semi-Annual Tax Statement”), and (ii) within fifteen (15) days of Lessee’s receipt of each Semi-Annual Tax Statement, Lessee shall provide to Lessor a payment in the dollar amount set forth on the Semi-Annual Tax Statement (“Lessee’s Semi-Annual Tax Payment”). In the event Lessee fails to provide Lessee’s Semi-Annual Tax Payment to Lessor within the above referenced fifteen (15) day period, Lessee shall pay to Lessor, in addition to the Semi-Annual Tax Payment, interest accruing on the Semi-Annual Tax Payment (at the Default Interest Rate), and any penalties or interest incurred by Lessor for any late payment of Taxes.

(b)  Utilities . Lessee shall pay, at its sole cost and expense, for all utilities and other services necessary in the operation of the Premises, including, but not limited to, gas, fuel, oil, electrical, telephone and other utility charges, and any “tap fees” or any sewer or water connection fees in connection with the Premises.

(c)  CAM Expenses . Lessee shall pay all common area maintenance charges for the Premises (“CAM Expenses”). As set forth below, Lessee shall pay to Lessor as Additional Rent, all of the CAM Expenses. Beginning on the Commencement Date and thereafter in advance on the first day of each calendar month during the Term, Lessee shall pay to Lessor one twelfth (1/12) of Lessor’s estimated CAM Expenses for each twelve (12) month period selected by Lessor (the “Yearly CAM Period”), including a commercially reasonably management or administrative fee for Lessor (the “Lessee Monthly CAM Payment”). Lessor may cause any services such as sweeping and landscaping work to be performed by independent contractors. Lessor shall provide Lessee with an estimate of the CAM Expenses on or before the commencement of each Yearly CAM Period occurring during the Term of this Lease. After the end of each Yearly CAM Period, Lessor shall provide to Lessee a statement of the actual CAM Expenses for the Yearly CAM Period (“Yearly CAM Statement”). If the Yearly CAM Statement shows that the aggregate of all of the Lessee Monthly CAM Payments made during the Yearly CAM Period was less than the actual amount of the CAM Expenses (as set forth on the Yearly CAM Statement), Lessee shall pay the balance due to Lessor within ten (10) days after receipt of the statement; and if the Yearly CAM Statement shows that the aggregate paid exceeded the actual CAM Expenses, Lessor shall either refund the excess or credit Lessee’s next accruing Lessee Monthly CAM Payment.

Notwithstanding the foregoing, the term “CAM Expenses” does not include the following: (i) depreciation of the Building, and all equipment, fixtures, improvements and facilities used in connection therewith; (ii) payments of principal, interest, loan fees, penalties, attorney’s fees or amortization relating to any debt Lessor may have incurred or will incur in the future relating to the ownership, operating and maintenance of the Building; (iii) Reserved; (iv) Reserved; (v) except as otherwise provided for in this Lease, expenses or costs incurred by Lessor relating to any violation by Lessor of the terms and conditions of any law or any lease covering the Building; (vi) the cost of any repair or replacement which would be required to be capitalized under generally accepted accounting principles; (vii) the costs and expenses of any item included in CAM Expenses to the extent that Lessor is actually reimbursed for such cost by an insurance company, a condemning authority, another lessee or any other party; (viii) payments of ground rents and related sums pursuant to a ground lease in favor of a ground lessor; (ix) Reserved;(x) any costs representing an amount paid to an entity related to Lessor which is in excess of the commercially reasonable amount which would have been paid absent such relationship; (xi) any entertainment, dining, or travel expenses of Lessor for any purpose; (xii) costs related to maintaining Lessor’s existence, either as a corporation, partnership, or other entity; (xiii) any expenses for repairs or maintenance to the extent covered by warranties or service contracts; (xiv) Reserved; (xv) the cost of any environmental remediation for which Lessor is responsible under Section 10 of this Lease; (xvi) all ad valorem taxes paid or payable by Lessee or other lessees in the Building for (A) personal property and (B) on the value of the leasehold improvements in the Premises, or the Building of other lessees in the Building (in this connection it is agreed that Lessee shall be responsible for the payment of ad valorem taxes on Lessee’s own leasehold improvements); (xvii) Reserved; and (xviii) any item which is included in CAM Expenses which, but for this provision, would be included twice.

(d) Lessor appoints Lessee the attorney-in-fact of Lessor for the purpose of making all payments to be made by Lessee pursuant to any of the provisions of this Lease to persons other than Lessor. In case any person to whom any sum is directly payable by Lessee under any of the provisions of this Lease shall refuse to accept payment of such sum from Lessee, Lessee shall thereupon give written notice of such fact to Lessor and shall pay such sum directly to Lessor, who shall thereupon pay such sum to such person.

9.  Alterations/Signage . Lessee shall not make any alterations, or additions or leasehold improvements to the Premises following the Commencement Date (“Alterations”) without Lessor’s prior written consent in each and every instance, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Lessee shall have the right to make non-structural Alterations to the Premises which do not exceed in cost Fifty Thousand Dollars ($50,000.00) in the aggregate during each Lease Year without Lessor’s consent. All Alterations which may be made by Lessee shall be the property of Lessee and Lessee shall be entitled to remove from the leased Premises during the Term all Alterations, tenant improvements and any and all furniture, removable trade fixtures, equipment and personal property (“Fixtures”) installed or located on or in the Premises provided that Lessee repair any and all damages done by the removal of the foregoing. All Alterations and tenant improvements which Lessee does not elect to remove at the expiration of the Term shall be surrendered with the Premises at the termination of this Lease.

To the maximum extent permitted by applicable Laws, Lessor hereby waives any rights which Lessor may have, as to any of Lessee’s furniture, fixtures, equipment, personal property, tenant improvements and Alterations, in the nature of a Lessor’s lien, security interest or otherwise and further waives the right to enforce any such lien or security interest.

Lessee shall have the right to affix Lessee’s standard signage, in accordance with the rules and regulations of the Premises, including a sign on the exterior of the Premises and a monument sign located at the Premises. All such signs shall comply with all Laws and codes applicable to the Premises and Lessor’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed.

10.  Environmental . Lessee shall not cause or permit any hazardous or toxic substances, materials or waste, including, without limitation, medical waste and asbestos (“Hazardous Substances”) to be used, generated, stored or disposed of in, on or under, or transported to or from the Premises unless such Hazardous Substances are reasonably necessary for Lessee’s business conducted in the Premises; provided, however, Lessee shall at all times and in all material respects comply with all local, state, and federal laws, ordinances, rules, regulations and orders, whether now in existence or hereafter adopted relating to Hazardous Substances or otherwise pertaining to the environment (the “Environmental Laws”) and further provided that Lessee shall periodically cause to be removed from the Premises such Hazardous Substances placed thereon by Lessee or Lessee’s agents, servants, employees, guests, invitees and/or independent contractors in accordance with good business practices, such removal to be performed by persons or entities duly qualified to handle and dispose of Hazardous Substances. Without limiting the generality of the foregoing, Lessor acknowledges that the following Hazardous Substances, among others, are required for Lessee’s business operations: bleach, cidex, hibiclena, metrocide, hydrogen peroxide, and formaldehyde. Upon the expiration or earlier termination of this Lease, Lessee shall cause all Hazardous Substances placed on the Premises by Lessee to be removed, at Lessee’s cost and expense, from the Premises and disposed of in strict accordance with the Environmental Laws.

Lessee shall indemnify, defend (by counsel reasonably acceptable to Lessor), protect, and hold Lessor harmless, from and against any and all claims, liabilities, penalties, fines, judgment, forfeitures, losses, costs (including clean-up costs) or expenses (including attorney’s fees, consultant’s fees and expert’s fees) for the death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly, by (a) the presence after the Possession Date in, on, under, or about the Premises of any Hazardous Substances caused by Lessee or its agents, servants, employees, guests, invitees and/or independent contractors; (b) any discharge or release by Lessee or its agents, servants, employees, guests, invitees and/or independent contractors after the Possession Date in or from the Premises of any Hazardous Substances; (c) Lessee’s use, storage, transportation, generation, disposal, release or discharge after the Effective Date of Hazardous Substances, to, in, on, under, about or from the Premises; or (d) Lessee’s failure after the Possession Date to comply with any Environmental Law.

Lessor shall indemnify, defend (by counsel reasonably accepted to Lessee), protect, and hold Lessee harmless, from and against any and all claims, liabilities, penalties, fines, judgment, forfeitures, losses, costs (including clean-up costs) or expenses (including attorney’s fees, consultant’s fees and expert’s fees) for the death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly, by (a) the presence prior to the Possession Date in, on, under, or about the Premises of any Hazardous Substances; (b) any discharge or release prior to the Possession Date in or from the Premises of any noxious or Hazardous Substances; (c) the use, storage, transportation, generation, disposal, release or discharge of Hazardous Substances by Lessor to, in, on, under, about or from the Premises; or (d) Lessor’s failure to comply with any Environmental Law. Lessor agrees to encapsulate and/or remediate and dispose of such Hazardous Substances to the extent required by governmental laws and regulations (e.g. Lessor has no obligations with respect to non-friable asbestos which became friable as a result of Alterations or Lessee Improvements (as defined below) made to the Premises, or Lessee’s use or occupancy thereof).

Lessor represents and warrants to Lessee that as of the Effective Date and to the best of Lessor’s knowledge, and without any duty of investigation or inquiry of any kind whatsoever, except for the Hazardous Substances as may be disclosed in Environment Site Assessment Report of the Premises dated October 13, 2008 and prepared by Environmental Solutions (the “Lessor Environmental Report”), a copy of which Lessor Environmental Report, was provided by Lessor to Lessee prior to the Effective Date and which Lessee acknowledges receipt, there are no Hazardous Substances on the Premises not in compliance with applicable Laws. Except for the Lessor Environmental Report, Lessor, as a party to a contract to acquire the Premises, has received no notice from any governmental or private entity relating to Hazardous Substances on the Premises. Lessee shall promptly deliver to Lessor copies of all notices made by Lessee to, or received by Lessee from, any state, county, municipal or other agency having authority to enforce any environmental law (“Enforcement Agency”) or from the United States Occupational Safety and Health Administration concerning environmental matters or Hazardous Substances at the Premises. Lessor shall promptly deliver to Lessee copies of all notices received by Lessor from any Enforcement Agency or from the United States Occupational Safety and Health Administration concerning environmental matters or Hazardous Substances at the Premises. Prior to the Possession Date, Lessor or the Lessor’s Assignee (as defined in Section 21), at its cost, shall remediate and dispose of the Hazardous Substances disclosed in the Lessor Environmental Report in accordance with all applicable Laws.

11.  Damage to Premises by Fire or Casualty . In the event the Premises shall be damaged by fire or other casualty during the Term of this Lease, whereby the same shall be rendered untenantable, then:

(a) Lessor shall have its contractor (the “Lessor Contractor”) estimate when the repair of the Premises, excluding Lessee’s Fixtures, the Alterations, and the Lessee Improvements (“Lessor’s Casualty Work”) will be completed, within thirty (30) days following such casualty, and Lessor shall give Lessee written notice thereof promptly following Lessor’s receipt of the Lessor Contractor’s estimate of the completion date (the “Contractor’s Estimate”). If the Contractor’s Estimate provides that such damage will not be completed within six (6) months following such casualty, then Lessee may elect to terminate this Lease by giving written notice to Lessor not later than fifteen (15) days after the date of Lessee’s receipt of the Contractor’s Estimate. The Lessor Contractor shall be subject to Lessee’s reasonable approval provided Lessee shall accept the qualifications of the Lessor Contractor in a commercially reasonable manner; or

(b) if the damage to the Premises is so substantial that (i) the estimated repair costs exceed $100,000.00 and such damage has occurred within the last one hundred eighty (180) days of the then current term and Lessee does not exercise its next available renewal option, if any, (ii) the Premises is damaged to the extent of fifty percent (50%) or more of the monetary value thereof, or (iii) the Contractor’s Estimate provides that the damage to the Premises will not be completed within eight (8) months following such casualty, then Lessor may elect to terminate this Lease by giving written notice to Lessee within thirty (30) days of the date of such fire or casualty; or

(c) if not so terminated, Lessor shall proceed with all due diligence to perform and complete the Lessor’s Casualty Work, to substantially the former condition of the Premises immediately prior to such damage or destruction, at Lessor’s expense, in which latter event this Lease shall not terminate (and after completion of Lessor’s Casualty Work, Lessee shall forthwith, at its sole cost and expense, repair, restore or rehabilitate Lessee’s Fixtures, the Alterations, and the Lessee Improvements).

If the Premises are rendered untenantable by fire or other casualty, there shall be an abatement of Rent due Lessor by Lessee for the period of time during which the Premises are untenantable in proportion to the untenantability of the Premises. Subject to Force Majeure, if the Lessor’s Casualty Work is not substantially completed within two hundred and ten (210) days of such damage (the “Lessor’s Casualty Work Outside Date”), then Lessee may not later than fifteen (15) days after the Lessor’s Casualty Work Outside Date, terminate this Lease by written notice to Lessor (the “Lessee’s Casualty Termination Notice”). Notwithstanding the foregoing, in the event Lessor substantially completes Lessor’s Casualty Work within thirty (30) days after Lessor’s receipt of Lessee’s Casualty Termination Notice (provided within the above referenced fifteen (15) day period), then Lessee’s Casualty Termination Notice shall be of no force or effect, and this Lease shall not terminate. In the event of any termination of this Lease as a result of damaged by fire or other casualty, Rent shall be paid only to the date of such fire or casualty.

Notwithstanding the foregoing provisions of this Section 11, in the event that insurance proceeds applicable to the Fixtures, the Alterations, and the Lessee Improvements constructed by Lessee at its expense are made available to Lessee, Lessee shall be responsible for restoring such Fixtures, Alterations and the Lessee Improvements; provided, however , that the Rent abatement provided for shall continue during such period of restoration so long as Lessee is diligently pursuing the completion of such restoration. In the event that Lessor does not restore the Premises, Lessee may retain all insurance proceeds applic