Common use of Damage or Destruction of the Premises Clause in Contracts

Damage or Destruction of the Premises. (a) If the Premises shall be damaged or destroyed, Tenant shall be responsible for all costs to rebuild. There shall be no reduction or abatement of Rent as a result of such casualty. Tenant shall promptly (i) take such action as required by Applicable Laws with respect thereto and promptly raze such damaged Improvements and remove all debris within the Premises resulting from such casualty and take such action as is necessary to place the Premises in a neat and safe condition, or (ii) commence the repair, reconstruction and restoration of the Project to substantially the condition existing prior to said damage or destruction and prosecute the same diligently to completion, subject to Force Majeure Events, and/or (iii) terminate this Lease upon written notice thereof to Landlord, as provided in Section 10(b) below; provided that, if elected, Tenant shall have a reasonable time before commencing such repair, reconstruction or restoration to settle any applicable insurance claims and secure any financing reasonably necessary to fund such repair, reconstruction or restoration; provided further that, if such rights exist under the applicable terms of Tenant’s Mortgage, the Mortgagee shall be entitled to (A) receive insurance proceeds and disburse them to Tenant for the repair or restoration of the Premises in accordance with the terms thereof, or (B) apply the insurance proceeds to pay down such financing, in which case Tenant shall not be required to repair or restore the Improvements in such event, so long as Tenant establishes the security and puts the Premises in good order, as follows: (x) Tenant shall promptly re-affirm in writing to Landlord its ongoing obligations under this Lease (including, without limitation, the obligation to continue to pay all Rent under this Lease); and (y) Tenant shall, at Tenant’s expense, promptly either raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws. (b) If, at the time of such casualty, there remains less than fifty (50) years of the Term, then in such event, Tenant shall have the option to terminate this Lease by written notice given to Landlord within sixty (60) days after the casualty. Any termination pursuant to this option shall become effective thirty (30) days after receipt by Landlord of notice thereof (provided, however, that Tenant’s Reclamation Obligations shall survive such termination), and the Mortgagee shall terminate or discharge of record the Mortgage (or agrees in writing to do so). In the event Tenant elects to terminate this Lease under the circumstances described above, Landlord shall repay to Tenant any Rent or other sums paid in advance and not earned or accrued as of the effective date of such termination, and Tenant shall raze such Improvements and restore the Premises to a neat and safe condition and in compliance with Applicable Laws. Thereafter, any remaining insurance proceeds arising from such casualty shall be paid to Tenant. (c) If within three hundred sixty-five (365) days after the date of such casualty, Tenant fails to either (i) commence the repair or restoration of the Improvements and prosecute the same diligently to completion, or (ii) commence to raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws (each a “Casualty Termination Event”), Landlord shall, without waiving any Event of Default, be entitled to terminate this Lease by giving written notice thereof to Tenant; provided, however, that (i) Tenant’s obligation to raze such damaged Improvements and restore the Premises to a neat and safe condition and in compliance with Applicable Laws shall survive such termination, and (ii) any insurance proceeds arising from such casualty shall be deposited in escrow for the payment of Tenant’s cost of performing its such restoration obligations. Upon such termination, the Parties shall execute a recordable memorandum evidencing the termination of this Lease.

Damage or Destruction of the Premises. (a) a. If the Premises are damaged by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, acts of nature or other casualty loss, in connection with a Material Casualty (as hereinafter defined) or, in the reasonable opinion of the Tenant, the Premises are thereby rendered untenantable or unusable for the Tenant's purposes, this Lease shall be immediately terminate, at the option of the Tenant, upon written notice to the Landlord. As used in connection herewith the term “Material Casualty” means a casualty loss (by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, act of nature or otherwise) which, in the reasonable opinion of Landlord, would cost more than $100,000 to repair. b. If the Premises are damaged by fire or destroyedotherwise which does not constitute a Material Casualty, and in the reasonable opinion of the Tenant the Premises is not rendered totally untenantable and unusable, upon being notified to do so by the Tenant or its duly authorized agent, the Landlord shall be responsible for repair and restore the Premises as promptly as possible to their former condition. If the Landlord fails to make all costs repairs, replacement, restoration, or renovation as required in this subsection, or as otherwise required in this Lease where no other remedy is expressly provided, within a reasonable time after written notice to rebuild. There shall be no reduction or abatement of Rent as a result of such casualty. the Landlord, then the Tenant shall promptly may choose either option (i) take such action as required by Applicable Laws with respect thereto and promptly raze such damaged Improvements and remove all debris within the Premises resulting from such casualty and take such action as is necessary to place the Premises in a neat and safe condition, or (ii) commence the below: i. The Tenant may undertake with its own resources to repair, reconstruction replace, restore or renovate the Premises and restoration may deduct the reasonable costs of the Project repairs, replacement, restoration, and renovation from the Rent or other payments otherwise due to substantially the condition existing prior to said damage or destruction and prosecute the same diligently to completion, subject to Force Majeure Events, and/or (iii) terminate this Lease upon written notice thereof to Landlord, as provided in Section 10(b) below; provided that, if elected, Tenant shall have a reasonable time before commencing such repair, reconstruction or restoration to settle any applicable insurance claims and secure any financing reasonably necessary to fund such repair, reconstruction or restoration; provided further that, if such rights exist Landlord under the applicable terms of Tenant’s Mortgagethis Lease, the Mortgagee shall be entitled to (A) receive insurance proceeds and disburse them to Tenant for the repair or restoration of the Premises in accordance with the terms any renewal or extension thereof, or (B) apply the insurance proceeds to pay down Tenant may collect all such financingcosts from the Landlord in any manner provided by law, in which case Tenant shall if the Landlord has not be required to repair or restore the Improvements in paid for such event, so long as Tenant establishes the security and puts the Premises in good order, as follows: (x) Tenant shall promptly re-affirm in writing to Landlord its ongoing obligations under this Lease (including, without limitation, the obligation to continue to pay all Rent under this Lease); and (y) Tenant shall, at Tenant’s expense, promptly either raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws. (b) If, at the time of such casualty, there remains less than fifty (50) years of the Term, then in such event, Tenant shall have the option to terminate this Lease by written notice given to Landlord repairs within sixty (60) days after the casualty. Any termination pursuant to this option shall become effective thirty (30) 30 days after receipt by Landlord of notice thereof (provided, however, that billing therefor from the Tenant’s Reclamation Obligations shall survive such termination), and the Mortgagee shall terminate ; or discharge of record the Mortgage (or agrees in writing to do so)ii. In the event The Tenant elects to terminate this Lease under the circumstances described above, Landlord shall repay to Tenant any Rent or other sums paid in advance and not earned or accrued as of the effective date of such termination, and Tenant shall raze such Improvements and restore the Premises to a neat and safe condition and in compliance with Applicable Laws. Thereafter, any remaining insurance proceeds arising from such casualty shall be paid to Tenant. (c) If within three hundred sixty-five (365) days after the date of such casualty, Tenant fails to either (i) commence the repair or restoration of the Improvements and prosecute the same diligently to completion, or (ii) commence to raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws (each a “Casualty Termination Event”), Landlord shall, without waiving any Event of Default, be entitled to may terminate this Lease by giving fifteen (15) business days written notice thereof to Tenant; providedthe Landlord. No notice of termination shall be given by the Tenant under this subsection if the Landlord, howeveror its agents, that (i) Tenant’s obligation to raze such damaged Improvements and restore the Premises to a neat and safe condition and in compliance with Applicable Laws shall survive such terminationhas physically commenced repairs, replacement, restoration or renovation, and (ii) any insurance proceeds arising from such casualty shall be deposited the work is being diligently and continuously pursued to completion in escrow for the payment of Tenant’s cost of performing its such restoration obligations. Upon such termination, the Parties shall execute a recordable memorandum evidencing the termination of this Leaseprofessional and workmanlike manner.

Damage or Destruction of the Premises. (a) a. If the Premises are damaged by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, acts of nature or other casualty loss, in connection with a Material Casualty (as hereinafter defined) or, in the reasonable opinion of the Tenant, the Premises are thereby rendered untenantable or unusable for the Tenant's purposes, this Lease shall be immediately terminate, at the option of the Tenant, upon written notice to the Landlord. As used in connection herewith the term “Material Casualty” means a casualty loss (by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, act of nature or otherwise) which, in the reasonable opinion of Landlord, would cost more than $100,000 to repair. b. If the Premises are damaged by fire or destroyedotherwise which does not constitute a Material Casualty, and in the reasonable opinion of the Tenant the Premises is not rendered totally untenantable and unusable, upon being notified to do so by the Tenant or its duly authorized agent, the Landlord shall be responsible for repair and restore the Premises as promptly as possible to their former condition. If the Landlord fails to make all costs repairs, replacement, restoration, or renovation as required in this subsection, or as otherwise required in this Lease where no other remedy is expressly provided, within a reasonable time after written notice to rebuild. There shall be no reduction or abatement of Rent as a result of such casualty. the Landlord, then the Tenant shall promptly may choose either option (i) take such action as required by Applicable Laws with respect thereto and promptly raze such damaged Improvements and remove all debris within the Premises resulting from such casualty and take such action as is necessary to place the Premises in a neat and safe condition, or (ii) commence the below: i. The Tenant may undertake with its own resources to repair, reconstruction replace, restore or renovate the Premises and restoration may deduct the reasonable costs of the Project repairs, {A1069766.DOCX / 1 PSA VT to substantially City of Falls Church (CL) 007511 000063} replacement, restoration, and renovation from the condition existing prior Rent or other payments otherwise due to said damage or destruction and prosecute the same diligently to completion, subject to Force Majeure Events, and/or (iii) terminate this Lease upon written notice thereof to Landlord, as provided in Section 10(b) below; provided that, if elected, Tenant shall have a reasonable time before commencing such repair, reconstruction or restoration to settle any applicable insurance claims and secure any financing reasonably necessary to fund such repair, reconstruction or restoration; provided further that, if such rights exist Landlord under the applicable terms of Tenant’s Mortgagethis Lease, the Mortgagee shall be entitled to (A) receive insurance proceeds and disburse them to Tenant for the repair or restoration of the Premises in accordance with the terms any renewal or extension thereof, or (B) apply the insurance proceeds to pay down Tenant may collect all such financingcosts from the Landlord in any manner provided by law, in which case Tenant shall if the Landlord has not be required to repair or restore the Improvements in paid for such event, so long as Tenant establishes the security and puts the Premises in good order, as follows: (x) Tenant shall promptly re-affirm in writing to Landlord its ongoing obligations under this Lease (including, without limitation, the obligation to continue to pay all Rent under this Lease); and (y) Tenant shall, at Tenant’s expense, promptly either raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws. (b) If, at the time of such casualty, there remains less than fifty (50) years of the Term, then in such event, Tenant shall have the option to terminate this Lease by written notice given to Landlord repairs within sixty (60) days after the casualty. Any termination pursuant to this option shall become effective thirty (30) 30 days after receipt by Landlord of notice thereof (provided, however, that billing therefor from the Tenant’s Reclamation Obligations shall survive such termination), and the Mortgagee shall terminate ; or discharge of record the Mortgage (or agrees in writing to do so)ii. In the event The Tenant elects to terminate this Lease under the circumstances described above, Landlord shall repay to Tenant any Rent or other sums paid in advance and not earned or accrued as of the effective date of such termination, and Tenant shall raze such Improvements and restore the Premises to a neat and safe condition and in compliance with Applicable Laws. Thereafter, any remaining insurance proceeds arising from such casualty shall be paid to Tenant. (c) If within three hundred sixty-five (365) days after the date of such casualty, Tenant fails to either (i) commence the repair or restoration of the Improvements and prosecute the same diligently to completion, or (ii) commence to raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws (each a “Casualty Termination Event”), Landlord shall, without waiving any Event of Default, be entitled to may terminate this Lease by giving fifteen (15) business days written notice thereof to Tenant; providedthe Landlord. No notice of termination shall be given by the Tenant under this subsection if the Landlord, howeveror its agents, that (i) Tenant’s obligation to raze such damaged Improvements and restore the Premises to a neat and safe condition and in compliance with Applicable Laws shall survive such terminationhas physically commenced repairs, replacement, restoration or renovation, and (ii) any insurance proceeds arising from such casualty shall be deposited the work is being diligently and continuously pursued to completion in escrow for the payment of Tenant’s cost of performing its such restoration obligations. Upon such termination, the Parties shall execute a recordable memorandum evidencing the termination of this Leaseprofessional and workmanlike manner.

Damage or Destruction of the Premises. (a) If the Building or the Premises shall be are damaged by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, acts of nature or destroyedother casualty loss, Tenant shall be responsible for all costs to rebuild. There shall be no reduction or abatement within ten (10) days of Rent as a result the date of such casualty, Landlord shall advise Tenant, in writing, of the date (the “Commitment Date”) by which Landlord commits to the completion of any repair, replacement, restoration or renovation of the Building and the Premises to their former condition. Tenant Within ten (10) days of receipt of notice of such Commitment Date from Landlord, Tenant, in a written notice to Landlord and at its option, shall promptly either (i) take such action terminate this Lease, effective as required by Applicable Laws with respect thereto and promptly raze such damaged Improvements and remove all debris within the Premises resulting from such casualty and take such action as is necessary to place date of the Premises in a neat and safe conditioncasualty, or (ii) commence the repair, reconstruction and restoration of the Project elect to substantially the condition existing prior to said damage or destruction and prosecute the same diligently to completion, subject to Force Majeure Events, and/or (iii) terminate this Lease upon written notice thereof to Landlord, as provided in Section 10(b) below; provided that, if elected, Tenant shall have a reasonable time before commencing such repair, reconstruction or restoration to settle any applicable insurance claims and secure any financing reasonably necessary to fund such repair, reconstruction or restoration; provided further that, if such rights exist under the applicable terms of Tenant’s Mortgage, the Mortgagee shall be entitled to (A) receive insurance proceeds and disburse them to Tenant for the repair or restoration continue its occupancy of the Premises in accordance with pursuant to this Lease. In the terms thereof, or (B) apply the insurance proceeds to pay down such financing, in which case Tenant shall not be required to repair or restore the Improvements in such latter event, so long as Tenant establishes on or before the security Commitment Date, Landlord shall repair, replace, restore and puts renovate the Premises in good order, as follows: (x) Tenant shall promptly re-affirm in writing to Landlord its ongoing obligations under this Lease (including, without limitation, the obligation to continue to pay all Rent under this Lease); and (y) Tenant shall, at Tenant’s expense, promptly either raze the damaged Improvements or otherwise bring the damaged Improvements Building and the Premises to their former condition, and there shall be a neat proportionate abatement of all Rent and safe condition other payments otherwise due to Landlord under the terms of this Lease, for the period during which the said repairs, replacement, renovation and in compliance with Applicable Laws.restoration are being completed, for that portion of the Premises (including any common areas generally used by Tenant) not substantially usable by Tenant during such period. If Landlord shall fail to perform as herein required, then Tenant may choose either option (i) or (ii) below: (bi) IfTenant may undertake with its own resources to repair, at replace, restore or renovate the time of such casualty, there remains less than fifty Premises (50including any common areas generally used by Tenant) years and may deduct the reasonable costs of the Termrepairs, then in such eventreplacement, Tenant shall have renovation and restoration from the option to terminate this Lease by written notice given Rent or other payments otherwise due to Landlord under the terms of this Lease, or Tenant may collect all such costs from Landlord in any manner provided by law, if Landlord has not paid for such repairs within sixty (60) days after the casualty. Any termination pursuant to this option shall become effective thirty (30) days after receipt by Landlord of notice thereof (provided, however, that billing therefor from Tenant’s Reclamation Obligations shall survive such termination), and the Mortgagee shall terminate or discharge of record the Mortgage (or agrees in writing to do so). In the event Tenant elects to terminate this Lease under the circumstances described above, Landlord shall repay to Tenant any Rent or other sums paid in advance and not earned or accrued as of the effective date of such termination, and Tenant shall raze such Improvements and restore the Premises to a neat and safe condition and in compliance with Applicable Laws. Thereafter, any remaining insurance proceeds arising from such casualty shall be paid to Tenant.; or (c) If within three hundred sixty-five (365) days after the date of such casualty, Tenant fails to either (i) commence the repair or restoration of the Improvements and prosecute the same diligently to completion, or (ii) commence to raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws (each a “Casualty Termination Event”), Landlord shall, without waiving any Event of Default, be entitled to Tenant may terminate this Lease by giving fifteen (15) business days written notice thereof to Tenant; providedLandlord (which termination shall be effective notwithstanding the stage of completion of such repair, howeverreplacement, that renovation and restoration). (ib) Tenant’s obligation Delay of Landlord and its insurer to raze reach an agreement on the extent of the work to be performed or the respective responsibilities of Landlord and its insurer relating to the cost of such damaged Improvements work shall not constitute a reasonable basis for delay by Landlord in the performance of its obligations herein. If Landlord is willing to repair, replace, renovate and restore the Premises, but is unable to do so in a manner that is substantially equivalent to the quality and condition of the Premises prior to a neat the casualty, then, unless Landlord and safe condition and in compliance with Applicable Laws Tenant shall survive such terminationagree on an appropriate reduction to the Rent or other concessions, and (ii) any insurance proceeds arising from such casualty Tenant shall be deposited in escrow for have the payment of Tenant’s cost of performing its such restoration obligations. Upon such termination, the Parties shall execute a recordable memorandum evidencing the termination of right to terminate this LeaseLease upon written notice to Landlord.

Damage or Destruction of the Premises. (a) If In the event any part or all of the Premises shall at any time during the term of this Lease be damaged or destroyed, regardless of cause, Tenant shall give prompt notice to Landlord. Tenant shall, as soon as circumstances permit, repair and restore the Premises to its original condition (including buildings and all other improvements on the Premises, and with any and all modifications as may be necessary to meet code compliance). Landlord’s consent to the contractor and proposed materials to be used, as well as labor and materials warranty(ies) to be issued (such consent by Landlord not to be unreasonably withheld, conditioned or delayed). Tenant shall Indemnify Landlord from any and all Claims resulting from such damage or destruction, and such repairs and restoration. Tenant shall use the net proceeds of property insurance maintained by Tenant for purposes of discharging its restoration and repair obligations under this Section 14.1, subject to Landlord's commercially reasonable construction draw terms and conditions relating to such proceeds. Tenant, and not Landlord, shall be responsible for all costs to rebuildpaying for any cost of repairs and restoration in excess of the proceeds available from insurance policies procured by Tenant. There shall be no reduction The risk of loss or abatement of Rent decrease in the enjoyment and beneficial use of the Premises as a result of such casualty. Tenant shall promptly (i) take such action as required by Applicable Laws with respect thereto and promptly raze such damaged Improvements and remove all debris within the Premises resulting from such casualty and take such action as is necessary to place the Premises in a neat and safe condition, or (ii) commence the repair, reconstruction and restoration consequence of the Project to substantially the condition existing prior to said damage or destruction thereof by fire, the elements, casualties, thefts, riots, wars or otherwise, is assumed by Tenant, and prosecute no such event shall entitle Tenant to any abatement of rent. Tenant is not entitled to any rent abatement during or resulting from any disturbance from partial or total destruction of the same diligently Premises. Notwithstanding anything herein to completionthe contrary, subject Landlord shall make the insurance proceeds that Landlord receives, if any, related to Force Majeure Eventssuch casualty from the insurance policies required by this Lease available to Tenant for purposes of Tenant discharging its restoration and repair obligations under this Section 14.1. Notwithstanding anything contained herein to the contrary, and/or (iii) in lieu of undertaking its repair and restoration obligations as set forth in Section 14.1 above, Tenant may terminate this Lease as to the Damaged Property (as defined below) upon giving written notice thereof to Landlord, as provided in Section 10(b) below; provided that, if elected, Tenant shall have a reasonable time before commencing such repair, reconstruction or restoration to settle any applicable insurance claims and secure any financing reasonably necessary to fund such repair, reconstruction or restoration; provided further that, if such rights exist under the applicable terms of Tenant’s Mortgage, the Mortgagee shall be entitled to (A) receive insurance proceeds and disburse them to Tenant for the repair or restoration of the Premises in accordance with the terms thereof, or (B) apply the insurance proceeds to pay down such financing, in which case Tenant shall not be required to repair or restore the Improvements in such event, so long as Tenant establishes the security and puts the Premises in good order, as follows: (x) Tenant shall promptly re-affirm in writing to Landlord its ongoing obligations under this Lease (including, without limitation, the obligation to continue to pay all Rent under this Lease); and (y) Tenant shall, at Tenant’s expense, promptly either raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws. (b) If, at the time of such casualty, there remains less than fifty (50) years of the Term, then in such event, Tenant shall have the option to terminate this Lease by written notice given to Landlord within sixty (60) days after the casualty. Any termination pursuant to this option shall become effective thirty (30) days after receipt following the date upon which the Damaged Property is damaged or destroyed, provided: (i) such damage or destruction occurs within the last two (2) years of the Amended and Restated Master Lease - Par Petroleum - 22 Property 10978268v3 21 Primary Term or any extension thereof; (ii) the Damaged Property is totally or substantially damaged or destroyed (as defined below); and (iii) Tenant is not then in Material Event of Default beyond applicable notice and cure periods; and (iv) Tenant pays over to Landlord a sum equal to the full replacement cost of the improvements less any insurance proceeds to be received hereunder. As used herein, the phrase “substantially damaged or destroyed” shall mean that the restoration or repair cost as estimated by Landlord at least two (2) reputable general contractors properly licensed in the State in which the “Damaged Property” is located and reasonably acceptable to and approved by Landlord, exceeds fifty percent (50%) of notice thereof (providedthe replacement value of the improvements immediately prior to such damage or destruction. Notwithstanding the foregoing or anything contained in this Lease to the contrary, howeverTenant immediately and irrevocably assigns to Landlord, that Tenant’s Reclamation Obligations shall survive such termination)all right, title and interest it has in and to the Mortgagee shall terminate or discharge entirety of record the Mortgage (or agrees insurance proceeds “Insurance Proceeds”) payable in writing to do so)connection with the loss. In the event Tenant elects to terminate is in default or breach of the Lease at the time of the casualty, or in the event this Lease is terminated as to the Damaged Property following a casualty pursuant to the terms of this Section 14.1 or otherwise, Landlord, as assignee and as attorney-in-fact for Tenant, shall have the right to collect the Insurance Proceeds and apply same toward Tenant’s obligations under this Lease. Notwithstanding the circumstances described aboveforegoing, if Tenant terminates the Lease with respect to the Premises pursuant to this Section, Landlord may, at its option, require Tenant to raze and remove any or all of the buildings and improvements located on the Damaged Property, in which case proceeds of applicable insurance shall repay be made available to Tenant any Rent or other sums paid in advance and not earned or accrued with respect to such demolition. The Lease will terminate as of to the Damaged Property effective on the date of Landlord receives the total sum due pursuant to this Section 14.1. Upon such termination, Landlord and Tenant shall raze such Improvements be released from all obligations and restore liabilities under the Premises Lease with respect to a neat and safe condition and in compliance the Damaged Property, with Applicable Laws. Thereafterthe exception of those liabilities which, any remaining insurance proceeds arising from such casualty shall be paid pursuant to Tenant. (c) If within three hundred sixty-five (365) days after the date of such casualty, Tenant fails to either (i) commence the repair or restoration terms of the Improvements Lease, accrued prior to the termination date and prosecute survive termination or expiration of the same diligently to completion, or (ii) commence to raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws (each a “Casualty Termination Event”), Landlord shall, without waiving Lease. Notwithstanding any Event termination of Default, be entitled to terminate this Lease by giving written notice thereof with respect to Tenantthe Damaged Property, this Lease shall continue in full force and effect with respect to the remaining Premises; provided, however, that (i) Tenant’s obligation to raze such damaged Improvements and restore the Premises to a neat and safe condition and in compliance with Applicable Laws shall survive such termination, and (ii) any insurance proceeds arising from such casualty Base Monthly Rent shall be deposited in escrow for adjusted by the payment of Tenant’s cost of performing its such restoration obligations. Upon such termination, Individual Store Rent allocated to the Parties shall execute a recordable memorandum evidencing the termination of this LeaseDamaged Property pursuant to Exhibit “A” as adjusted over time by Exhibit “H”.

Damage or Destruction of the Premises. (a) a. If the Premises are damaged by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, acts of nature or other casualty loss, in connection with a Material Casualty (as hereinafter defined) or, in the reasonable opinion of the Tenant, the Premises are thereby rendered untenantable or unusable for the Tenant's purposes, this Lease shall be immediately terminate, at the option of the Tenant, upon written notice to the Landlord. As used in connection herewith the term “Material Casualty” means a casualty loss (by fire, lightning, windstorm, tornado, earthquake, civil disturbance, flood, act of nature or otherwise) which, in the reasonable opinion of Landlord, would cost more than $100,000 to repair. {A1065856.DOCX / 1 PSA City to Rushmark (CL) 007511 000063} b. If the Premises are damaged by fire or destroyedotherwise which does not constitute a Material Casualty, and in the reasonable opinion of the Tenant the Premises is not rendered totally untenantable and unusable, upon being notified to do so by the Tenant or its duly authorized agent, the Landlord shall be responsible for repair and restore the Premises as promptly as possible to their former condition. If the Landlord fails to make all costs repairs, replacement, restoration, or renovation as required in this subsection, or as otherwise required in this Lease where no other remedy is expressly provided, within a reasonable time after written notice to rebuild. There shall be no reduction or abatement of Rent as a result of such casualty. the Landlord, then the Tenant shall promptly may choose either option (i) take such action as required by Applicable Laws with respect thereto and promptly raze such damaged Improvements and remove all debris within the Premises resulting from such casualty and take such action as is necessary to place the Premises in a neat and safe condition, or (ii) commence the below: i. The Tenant may undertake with its own resources to repair, reconstruction replace, restore or renovate the Premises and restoration may deduct the reasonable costs of the Project repairs, replacement, restoration, and renovation from the Rent or other payments otherwise due to substantially the condition existing prior to said damage or destruction and prosecute the same diligently to completion, subject to Force Majeure Events, and/or (iii) terminate this Lease upon written notice thereof to Landlord, as provided in Section 10(b) below; provided that, if elected, Tenant shall have a reasonable time before commencing such repair, reconstruction or restoration to settle any applicable insurance claims and secure any financing reasonably necessary to fund such repair, reconstruction or restoration; provided further that, if such rights exist Landlord under the applicable terms of Tenant’s Mortgagethis Lease, the Mortgagee shall be entitled to (A) receive insurance proceeds and disburse them to Tenant for the repair or restoration of the Premises in accordance with the terms any renewal or extension thereof, or (B) apply the insurance proceeds to pay down Tenant may collect all such financingcosts from the Landlord in any manner provided by law, in which case Tenant shall if the Landlord has not be required to repair or restore the Improvements in paid for such event, so long as Tenant establishes the security and puts the Premises in good order, as follows: (x) Tenant shall promptly re-affirm in writing to Landlord its ongoing obligations under this Lease (including, without limitation, the obligation to continue to pay all Rent under this Lease); and (y) Tenant shall, at Tenant’s expense, promptly either raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws. (b) If, at the time of such casualty, there remains less than fifty (50) years of the Term, then in such event, Tenant shall have the option to terminate this Lease by written notice given to Landlord repairs within sixty (60) days after the casualty. Any termination pursuant to this option shall become effective thirty (30) 30 days after receipt by Landlord of notice thereof (provided, however, that billing therefor from the Tenant’s Reclamation Obligations shall survive such termination), and the Mortgagee shall terminate ; or discharge of record the Mortgage (or agrees in writing to do so)ii. In the event The Tenant elects to terminate this Lease under the circumstances described above, Landlord shall repay to Tenant any Rent or other sums paid in advance and not earned or accrued as of the effective date of such termination, and Tenant shall raze such Improvements and restore the Premises to a neat and safe condition and in compliance with Applicable Laws. Thereafter, any remaining insurance proceeds arising from such casualty shall be paid to Tenant. (c) If within three hundred sixty-five (365) days after the date of such casualty, Tenant fails to either (i) commence the repair or restoration of the Improvements and prosecute the same diligently to completion, or (ii) commence to raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws (each a “Casualty Termination Event”), Landlord shall, without waiving any Event of Default, be entitled to may terminate this Lease by giving fifteen (15) business days written notice thereof to Tenant; providedthe Landlord. No notice of termination shall be given by the Tenant under this subsection if the Landlord, howeveror its agents, that (i) Tenant’s obligation to raze such damaged Improvements and restore the Premises to a neat and safe condition and in compliance with Applicable Laws shall survive such terminationhas physically commenced repairs, replacement, restoration or renovation, and (ii) any insurance proceeds arising from such casualty shall be deposited the work is being diligently and continuously pursued to completion in escrow for the payment of Tenant’s cost of performing its such restoration obligations. Upon such termination, the Parties shall execute a recordable memorandum evidencing the termination of this Leaseprofessional and workmanlike manner.

Damage or Destruction of the Premises. (a) If In the event any part or all of the Premises shall at any time during the term of this Lease be damaged or destroyed, Tenant regardless of cause, Lessee shall be responsible for give prompt notice to Lessor. If the holder Lessor’s mortgage, deed of trust or other lien on the Premises at the time of the casualty elects, pursuant to such mortgage, deed of trust or other lien, to require the use or part of the insurance proceeds on Lessor’s interest in the Premises to the satisfaction of all costs or part of the indebtedness secured by the mortgage, deed of trust, or other lien, then Lessor may elect to rebuildterminate this Lease and Lessee will assign all insurance proceeds related to Lessor’s interest in the Premises to Lessor. There shall be no reduction If not and if such damage or abatement destruction is not total or substantial (as defined below), Lessee will repair and restore the Premises to its original condition, including buildings and all other improvements on the Premises, as soon as circumstances permit. In the event that the Premises are totally or substantially damaged or destroyed (as defined below), Lessee may (1) repair and restore the Premises or (2) assign all insurance proceeds related to Lessor’s interest in the Premises to Lessor and terminate this Lease effective as of Rent as a result the date of such casualtyassignment. Tenant Lessee shall promptly (i) take such action as required by Applicable Laws with respect thereto hold Lessor free and promptly raze such damaged Improvements harmless from any and remove all debris within the Premises liability of any nature whatsoever resulting from such casualty damage or destruction, and take such action repairs and restoration except in the case of the fraud, gross negligence or misconduct of Lessor. Lessee is entitled to reasonable, equitable rental abatement during or resulting from any disturbance from partial or total destruction of the Premises. If Base Rent is abated, Lessor may at its option extend the term of this Lease for a period equal to the period of rental abatement by giving written notice of the same to Lessee. (a) As used herein, the phrase “substantially damaged or destroyed” shall mean that the restoration or repair cost as is necessary to place estimated by at least two (2) reputable general contractors properly licensed in the State in which the Premises in a neat are located and safe conditionreasonably acceptable to and approved by Lessor, or exceeds thirty-three percent (ii33%) commence the repair, reconstruction and restoration of the Project to substantially replacement value of the condition existing improvements on the Premises immediately prior to said such damage or destruction and prosecute the same diligently to completion, subject to Force Majeure Events, and/or (iii) terminate this Lease upon written notice thereof to Landlord, as provided in Section 10(b) below; provided that, if elected, Tenant shall have a reasonable time before commencing such repair, reconstruction or restoration to settle any applicable insurance claims and secure any financing reasonably necessary to fund such repair, reconstruction or restoration; provided further that, if such rights exist under the applicable terms of Tenant’s Mortgage, the Mortgagee shall be entitled to (A) receive insurance proceeds and disburse them to Tenant for the repair or restoration of the Premises in accordance with the terms thereof, or (B) apply the insurance proceeds to pay down such financing, in which case Tenant shall not be required to repair or restore the Improvements in such event, so long as Tenant establishes the security and puts the Premises in good order, as follows: (x) Tenant shall promptly re-affirm in writing to Landlord its ongoing obligations under this Lease (including, without limitation, the obligation to continue to pay all Rent under this Lease); and (y) Tenant shall, at Tenant’s expense, promptly either raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Lawsdestruction. (b) If, In the event Lessee is in default or breach of the Lease at the time of such the casualty, there remains less than fifty (50) years or in the event this Lease is terminated following a casualty pursuant to the terms of the Termthis Section, then in such eventLessor, Tenant as assignee and as attorney-in-fact for Lessee, shall have the option right to terminate this Lease by written notice given to Landlord within sixty (60) days after collect the casualty. Any termination pursuant to this option shall become effective thirty (30) days after receipt by Landlord of notice thereof (provided, however, that Tenantinsurance proceeds on Lessor’s Reclamation Obligations shall survive such termination), and the Mortgagee shall terminate or discharge of record the Mortgage (or agrees interest in writing to do so). In the event Tenant elects to terminate this Lease under the circumstances described above, Landlord shall repay to Tenant any Rent or other sums paid in advance and not earned or accrued as of the effective date of such termination, and Tenant shall raze such Improvements and restore the Premises to a neat and safe condition and in compliance with Applicable Laws. Thereafter, any remaining insurance proceeds arising from such casualty shall be paid to Tenantapply same toward Lessee’s obligations under this Lease. (c) If within three hundred sixty-five (365) days after In the event of termination under this Section, the Lease will terminate effective on the date of such casualty, Tenant fails Lessor receives the total sum due pursuant to either (i) commence the repair or restoration of the Improvements and prosecute the same diligently to completion, or (ii) commence to raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws (each a “Casualty Termination Event”), Landlord shall, without waiving any Event of Default, be entitled to terminate this Lease by giving written notice thereof to Tenant; provided, however, that (i) Tenant’s obligation to raze such damaged Improvements and restore the Premises to a neat and safe condition and in compliance with Applicable Laws shall survive such termination, and (ii) any insurance proceeds arising from such casualty shall be deposited in escrow for the payment of Tenant’s cost of performing its such restoration obligationsSection. Upon such termination, Lessor and Lessee shall be released from all obligations and liabilities under the Parties shall execute a recordable memorandum evidencing Lease, with the exception of those liabilities which, pursuant to the terms of the Lease, accrued prior to the termination date and survive termination or expiration of this the Lease.

Damage or Destruction of the Premises. (a) If the Premises are damaged by fire or other casualty, but are not rendered untenantable for Tenant’s business, either in whole or in part, in Landlord’s and Tenant’s reasonable judgment, Landlord shall cause such damage to be repaired without unreasonable delay after receipt of insurance proceeds and the Base Annual Rent shall not ▇▇▇▇▇. If by reason of such casualty the Premises are rendered untenantable for Tenant’s business, either in whole or in part, in Landlord’s and Tenant’s reasonable judgment, Landlord shall cause the damage to the physical structure of the Building (excluding any Tenant Improvements in excess of Building Standard or Alterations made therein) to be repaired or replaced without unreasonable delay after receipt of insurance proceeds, and, in the interim, the Rent shall be damaged or destroyed, Tenant shall be responsible for all costs proportionately reduced as to rebuildsuch portion of the Premises as is rendered untenantable. There shall be no reduction or Any such abatement of Rent as a result of such casualty. Tenant shall promptly (i) take such action as required by Applicable Laws with respect thereto and promptly raze such damaged Improvements and remove all debris within the Premises resulting from such casualty and take such action as is necessary to place the Premises in a neat and safe conditionnot, or (ii) commence the repairhowever, reconstruction and restoration create an extension of the Project to substantially the condition existing prior to said damage or destruction and prosecute the same diligently to completionTerm; provided, subject to Force Majeure Events, and/or (iii) terminate this Lease upon written notice thereof to Landlord, as provided in Section 10(b) below; provided thathowever, if elected, Tenant shall have a reasonable time before commencing such repair, reconstruction or restoration to settle any applicable insurance claims and secure any financing reasonably necessary to fund such repair, reconstruction or restoration; provided further that, if such rights exist under the applicable terms of Tenant’s Mortgage, the Mortgagee shall be entitled to (A) receive insurance proceeds and disburse them to Tenant for the repair or restoration of the Premises in accordance with the terms thereof, or (B) apply the insurance proceeds to pay down such financing, in which case Tenant shall not be required to repair or restore the Improvements in such event, so long as Tenant establishes the security and puts the Premises in good order, as follows: (x) Tenant shall promptly re-affirm in writing to Landlord its ongoing obligations under this Lease (including, without limitation, the obligation to continue to pay all Rent under this Lease); and (y) Tenant shall, at Tenant’s expense, promptly either raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws. (b) If, at the time by reason of such casualty, there remains less than fifty the Premises are rendered untenantable in some material portion, and Landlord, in its reasonable estimation, determines that the amount of time required to repair the damage using due diligence is in excess of two hundred seventy (50270) years days (as measured from the issuance of the Termapplicable building permits necessary for the reconstruction of the Building), then in such event, Tenant either party shall have the option to terminate this Lease by written notice given to Landlord within sixty (60) days after the casualty. Any termination pursuant to this option shall become effective thirty (30) days after receipt by Landlord of notice thereof (provided, however, that Tenant’s Reclamation Obligations shall survive such termination), and the Mortgagee shall terminate or discharge of record the Mortgage (or agrees in writing to do so). In the event Tenant elects to terminate this Lease under the circumstances described above, Landlord shall repay to Tenant any Rent or other sums paid in advance and not earned or accrued as of the effective date of such termination, and Tenant shall raze such Improvements and restore the Premises to a neat and safe condition and in compliance with Applicable Laws. Thereafter, any remaining insurance proceeds arising from such casualty shall be paid to Tenant. (c) If within three hundred sixty-five (365) days after the date of such casualty, Tenant fails to either (i) commence the repair or restoration of the Improvements and prosecute the same diligently to completion, or (ii) commence to raze the damaged Improvements or otherwise bring the damaged Improvements and the Premises to a neat and safe condition and in compliance with Applicable Laws (each a “Casualty Termination Event”), Landlord shall, without waiving any Event of Default, be entitled right to terminate this Lease by giving written notice thereof to Tenant; providedof termination within thirty (30) days after the date of casualty, however, that and Rent shall (i) Tenant’s obligation ▇▇▇▇▇ as of the date of such casualty in proportion to raze such damaged Improvements and restore the part of the Premises to a neat and safe condition and in compliance with Applicable Laws shall survive such termination, rendered untenantable and (ii) any insurance proceeds arising from such casualty shall be deposited in escrow for ▇▇▇▇▇ entirely as of the payment effective date of Tenant’s cost of performing its such restoration obligations. Upon such termination, the Parties shall execute a recordable memorandum evidencing the termination of this Lease. Notwithstanding the foregoing, in the event the casualty giving rise to an election to terminate is caused by the gross negligence or intentional misconduct of Tenant, Tenant’s employees, agents or invitees, Tenant shall have no right to terminate this Lease or receive an abatement of Rent. Notwithstanding the other provisions of this Section, in the event there should be a casualty loss to the Premises during the last Lease Year of the Term in which the damage is greater than 20% of the Premises, either party may, at its option, terminate this Lease by giving written notice to the other party within thirty (30) days after the date of the casualty and the Rent shall ▇▇▇▇▇ as of the date of such notice. Except as provided herein, Landlord shall have no obligation to rebuild or repair in case of fire or other casualty, and no termination under this Section shall affect any rights of Landlord or Tenant hereunder arising from the prior defaults of the other party. Tenant shall give Landlord immediate notice of any fire or other casualty in the Premises. Notwithstanding anything contained in this Section to the contrary, Landlord shall not be obligated to restore the Tenant Improvements or the Alterations made by Tenant. Tenant shall be responsible for insuring and replacing the Tenant Improvements and any Alterations made by Tenant and for restoring its personal property and fixtures, at its costs.