Common use of Damage or Destruction Clause in Contracts

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during In the Term of this Agreement, event that the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall Property should be damaged or destroyed by fire or any other casualtycasualty prior to the Closing Date, then Landlord Seller shall be entitled to retain all insurance proceeds payable promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by reason of and with respect an architect or contractor retained pursuant to the damage or destruction to mutual agreement of the Premises Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) Seller shall cause all collected insurance proceeds, plus the casualty must cash amount of all associated deductibles, to be insured under Landlord's insurance policies, and Landlord’s obligation is limited paid over to Buyer (or credited against the extent of the insurance proceeds received by LandlordPurchase Price) at Closing, (ii) Landlord’s duty Seller shall assign to repair Buyer all right, title and restore interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Premises Property at Closing, and (iii) Seller shall not begin until pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (iiior credited against the Purchase Price) Landlord’s lender(sat Closing, (y) must permit Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to be used for such repair and restorationthe Cost of Repairs. The foregoing notwithstanding, (iv) Landlord in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have no obligation the option to repair and restore any personal property on terminate this Agreement without regard to the Premises belonging Cost of Repairs. Any notice required to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to this Section 2.2 or if Tenant has shall be delivered no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more later than thirty (30) consecutive days, including, without limitation, any days following Buyer’s receipt of Seller’s notice of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxxcasualty. The abatement provisions of this Section 10 shall survive the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationClosing.

Damage or Destruction. IfIn the event of any damage or loss to the Leased Premises, during Tenant shall give immediate written notice thereof to Landlord. If the Term of this Agreement, building on the entire Parking Facility or such portion thereof as Leased Premises shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall at any time be damaged or destroyed by fire or other casualtycause whatsoever, then Landlord Tenant shall promptly repair or rebuild same at Tenant's expense, so as to make the building at least equal in value to the building existing immediately prior to such occurrence and as nearly similar to it in character as shall be entitled practicable and reasonable; and Tenant shall do so, even though the proceeds of any insurance policies shall be insufficient to retain all insurance proceeds payable by reason reimburse Tenant therefor. There shall be no abatement of and with respect rent pending any repairs or rebuilding, nor shall Tenant's obligations hereunder be terminated, notwithstanding any destruction or damage to the damage Leased Premises. Before beginning such repairs or destruction to the Premises and Landlord rebuilding, or letting any contracts in connection therewith, Tenant shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under submit for Landlord's insurance policiesapproval, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises which approval shall not begin until receipt be unreasonably withheld or delayed, complete and detailed plans and specifications thereof and a listing of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds all contractors and subcontractors intended to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or perform any part of the Premises and/or for any inconvenience work. Promptly after receiving Landlord's approval, Tenant shall begin such repairs or annoyance occasioned rebuilding and shall prosecute the same to completion with due diligence. All work shall be done in a good and workmanlike manner employing appropriate new materials in accordance with the plans and specifications approved by any casualty Landlord, and any resulting damage, destruction, repair, or restoration.in compliance with all

Damage or Destruction. If, during If prior to the Term Start Date the Property sustains damage (whether insured or otherwise) which at common law would entitle a hypothetical tenant under a hypothetical lease of this Agreementthe Property to an abatement of rent of an amount exceeding [20%] of the rent, either party may resile from the Missives without penalty on delivery of written notice to that effect to the other's solicitors no later than midday on the Term Start Date, time being of the essence. If there is any dispute as to whether the Property has suffered such damage, the entire Parking Facility matter will be referred to the decision of an independent surveyor, who will act as an expert, appointed, failing agreement, by the Chair of the RICS in Scotland on application by either party. The independent surveyor's decision will be binding on the parties. If the independent surveyor dies, delays or such portion thereof as shall render becomes unwilling or incapable of acting then either the Premises unsuitable Landlord or the Tenant may apply to the Chair to discharge that independent surveyor and appoint a replacement. The fees and expenses of the independent surveyor and the cost of appointment are payable by the Landlord and the Tenant in the proportions which the independent surveyor directs and if no direction is made equally. [Tenant's Works The Landlord approves the Tenant's Works. Any Tenant's Works will be carried out in accordance with the Licence for Works.] Costs [Each party will bear their own costs and expenses] [Within 10 Business Days of demand, the Tenant will pay to the Landlord [a contribution of [ ] (£[ ]) POUNDS STERLING (exclusive of VAT, which will be payable by the Tenant in addition) towards] all legal and other professional fees and outlays reasonably and properly incurred by the Landlord in connection with the Missives [Lease] [Licence for Works] [Deposit Agreement] [Side Agreement] [and Guarantee]. The Tenant will be responsible for any LBTT payable in respect of the transaction contemplated by the Missives and for the continued conduct Lease Costs [and for the cost of registering the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord Lease in the event Land Register of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationScotland].

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility If all or such a portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s Subleased Premises is destroyed or damaged as described in Article 10 of the Master Lease: (i) Sublandlord shall have no obligation or liability to Subtenant in connection with any such damage or destruction, (ii) this Sublease shall continue only to the extent the Master Lease remains in effect pursuant to Article 10 of the Master Lease (and its invitees activities thereonSublandlord shall provide Subtenant with any notices by Master Landlord in connection therewith), shall be damaged or destroyed by fire or other casualty, then Landlord (iii) Subtenant shall be entitled to retain all insurance proceeds payable by reason an abatement of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited Rent to the extent of that the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Subleased Premises shall not begin have been rendered Untenantable until receipt of substantially repaired, but only to the insurance proceedsextent that Sublandlord’s rent under the Master Lease has been abated (on the same percentage basis that Sublandlord’s rent is abated), (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Subtenant shall have no obligation the same rights to repair and restore any personal property on terminate this Sublease as Sublandlord has to terminate the Premises belonging Master Lease, as provided in the Master Lease. Sublandlord shall use commercially reasonable efforts to Tenant enforce Sublandlord’s rights under Article 10 of the Master Lease. If the destruction or any of Tenant’s employeesdamage relates solely to the Subleased Premises, contractors, agents or invitees, (v) Landlord then Subtenant shall have no obligation the right to restore approve any settlement of Sublandlord’s rights under the damage Master Lease relating to such casualty, which approval shall not be unreasonably withheld or destruction (or delayed. In all other cases, Subtenant shall be entitled to complete any restoration) during participate with Sublandlord in the last year enforcement of Sublandlord’s rights under Article 10 of the Term or of any Option Period if Tenant has delivered notice Master Lease, provided that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period final settlement in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent case shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned made by any casualty and any resulting damage, destruction, repair, or restorationSublandlord.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct If any of the Tenant’s and its invitees activities thereon, shall be Improvements are damaged or destroyed prior to Closing and no Tenant of all or a portion of such Property is obligated by fire the terms of its Lease to repair such damage or other casualtydestruction, then Landlord shall be entitled then, by delivering written notice to retain all insurance proceeds payable by reason Seller within three (3) business days after Buyer’s receipt of written notice of such damage or destruction and Seller’s reasonable estimate of the costs of repair, Buyer may elect to either (a) terminate this Agreement with respect to the damaged or destroyed Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for such damaged or destroyed Property so excluded from this Agreement, neither party shall have any further liability or obligation under this Agreement with respect to such Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect, in which case the Respective Seller shall assign to Buyer at Closing any and all proceeds and/or claims under any applicable insurance coverage and afford Buyer a credit at Closing for any applicable insurance deductible (but only if and to the extent such deductible is not any Tenant’s responsibility under any Lease), and Buyer shall take title to the Property subject to such damage and destruction; provided, however, that in the event the cost to repair any such damage or destruction is reasonably estimated by Seller to be less than an amount equal to three and a half percent (3.5%) of the Allocated Purchase Price for such Property (provided, however, that notwithstanding the foregoing, such threshold shall be an amount equal to $500,000 for each Property with respect to the Premises Properties commonly known as “Midway” and Landlord “Pacific” as described on Schedule 1 hereto), then Buyer shall rebuild or reconstruct the Parking Facility in have no right to terminate this Agreement, Seller shall assign to Buyer at Closing any and all proceeds and/or claims under any applicable insurance coverage and afford Buyer a commercially reasonable credit at Closing for any applicable insurance deductible (but only if and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall such deductible is not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete responsibility under any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLease), and (vi) Landlord Buyer shall rebuild or reconstruct take title to such Property subject to such damage and destruction. If Buyer fails to deliver written notice to Seller of Buyer’s election within the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the time period specified in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysParagraph 13, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent Buyer shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationdeemed to have elected alternative (b) above.

Damage or Destruction. IfTenant shall give prompt written notice to Landlord of any casualty of which Tenant is aware to any Premises (the “Damaged Premises”). If the Damaged Premises are totally destroyed, during or are partially destroyed but in Tenant’s opinion cannot be restored to an economically viable building for either the Term of this Agreement, the entire Parking Facility use for such building specified in Schedule A or such other use of such building for which Landlord has previously given written approval, or if the insurance proceeds actually paid to Tenant as a result of any casualty are, in Tenant’s reasonable opinion inadequate to restore the portion thereof as shall render the Premises unsuitable for the continued conduct remaining of the Tenant’s and Damaged Premises to an economically viable building for such use, Tenant may, at its invitees activities thereon, shall be damaged or destroyed election exercisable by fire or other giving written notice to Landlord within sixty (60) days after the casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and terminate this Lease with respect to the damage Damaged Premises as of the date of the casualty or destruction the date Tenant is deprived of possession of such Premises (whichever is later). If this Lease is terminated with respect to the Damaged Premises and as a result of a casualty, Tenant shall promptly deliver to Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the all insurance proceeds received by LandlordTenant under the insurance policy carried by Tenant on the Damaged Premises, (ii) Landlordnet of any insurance proceeds attributable to Tenant’s duty to repair and restore the Premises shall not begin until receipt personal property or other property that would be Tenant’s property upon termination of the Lease and any costs expended or fees or other charges incurred by Tenant in collecting such proceeds. If this Lease is not terminated as a result of a casualty, subject to the availability of adequate insurance proceeds, (iii) Tenant shall restore the Damaged Premises as nearly as possible to the nature and character that existed immediately prior to the occurrence of such casualty and, to the extent required by Section 12.1, in accordance with plans approved by Landlord. Except for Tenant’s lender(s) must permit the share of any insurance proceeds received by Landlord and attributed to be used for such repair and restorationTenant’s property as provided more fully above, (iv) Landlord if any, Tenant shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims claim against Landlord for any compensation or damage for loss suffered by reason of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting such damage, destruction, repair, repair or restoration. Other than providing Tenant any insurance proceeds attributable to Tenant’s property as described above, Landlord shall not be required to repair any damage to or to make any restoration of any furnishings, trade fixtures, leasehold improvements, equipment, merchandise and other personal property installed in the Premises by Tenant or at the direct or indirect expense of Tenant.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Hotel shall be substantially damaged or destroyed by fire or other casualty, or in the event that Mortgagee does not make sufficient proceeds of insurance available to Lessee to permit Lessee to rebuild and restore the Premises to a condition which permits the continued operation of the Hotel by Manager as contemplated by this Agreement, then Landlord Lessee or Manager, by written notice to the other party given within sixty (60) days after the occurrence of such event, shall have the right to terminate this Agreement on the basis that Lessee does not elect to rebuild or restore the Hotel, and neither party shall have any further obligation to the other party hereunder, except with respect to liability accruing, or based upon events occurring, prior to the effective date of such termination. Notwithstanding the foregoing, if Lessee terminates this Agreement due to fire or casualty as provided above, Lessee shall pay to Manager a termination fee equal to the average monthly amount of the total Management Fee, including Incentive fees paid or which would have been due or owed to Manager for the Hotel during the immediately preceding twelve (12) month period, multiplied by the lesser of either (i) thirty six (36), provided there are at least three (3) years remaining under the Term, or (ii) the total number of months remaining under the Term if there is less than three (3) years remaining under the Term. Manager shall not be entitled to retain all insurance proceeds payable by reason any such termination fee in the event Manager terminates as provided above. For the purposes hereof, the Hotel shall be deemed to have been substantially damaged if the estimated length of time required to restore the Hotel substantially to its condition and with respect character just prior to the occurrence of such casualty shall be in excess of one hundred eighty (180) days. If this Agreement shall not terminate in the event of damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: Hotel, either because (i) the casualty must be insured under Landlord's insurance policiesdamage does not amount to substantial damage as described above, or (ii) notwithstanding substantial damage to the Hotel, neither party has elected to terminate this Agreement, Lessee shall elect to restore the Hotel, then Lessee shall proceed with all due diligence to commence and Landlord’s obligation is limited complete the restoration of the Hotel to its condition and character just prior to the occurrence of such casualty, but only to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty available to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationLessee.

Damage or Destruction. If11.1 If the Building or the Premises, during the Term of this Agreementor any part thereof, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is damaged or destroyed by fire or other casualtycasualty before the Commencement Date or during the Lease Term, then and this Lease is not terminated pursuant to sections 11.2 or 11.3 hereof, Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the repair such damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair Building and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant substantially the same condition in which the Building and the Premises existed before the occurrence of such fire or any of Tenant’s employees, contractors, agents or invitees, other casualty (v) provided that Landlord shall have no obligation to restore any above- Building standard improvements or Alterations in the Premises, unless the cost thereof is paid by Tenant in advance of such restoration, or any Alterations made by or for Tenant in the Premises following the Commencement Date) and this Lease shall, subject to the provisions of this Article 11, remain in full force and effect. If such fire or other casualty damages the Premises or common areas of the Building necessary for Tenant's use and occupancy of the Premises and Tenant ceases to use any portion of the Premises as a result thereof, then during the period the Premises are rendered untenantable by such damage or destruction (Tenant shall be entitled to a reduction in monthly rent in the proportion that the area of the Premises rendered unusable by such damage bears to the total area of the Premises. Landlord shall not be obligated to repair any damage to, or to complete make any restoration) during replacement of, any movable furniture, equipment, trade fixtures or personal property in the last year of Premises or Alterations made by or for Tenant in the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of Premises following the Commencement Date. During Tenant shall, at Tenant's sole cost and expense, repair and replace all such movable furniture, equipment, trade fixtures, personal property and any Alterations made by or for Tenant in the period in which Premises following the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing Commencement Date. Such repair and restoring the Parking Facility, the rental payable replacement by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord done in the event of a casualty involving the Premisesaccordance with Article 8 hereof. Tenant hereby waives all claims against Landlord California Civil Code sections 1932(2) and 1933(4), or any successor statute, providing for any compensation or damage for loss termination of use hiring upon destruction of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationthing hired.

Damage or Destruction. If, during In the Term of this Agreement, event the entire Parking Facility or premises are damaged to such portion thereof an extent as shall to render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonsame untenantable in whole or in a substantial part thereof, or are destroyed, it shall be damaged or destroyed by fire or other casualty, then optional with Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair or rebuild the same; and restore after the Premises happening of any such contingency, Tenant shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) give Landlord immediate written notice thereof. Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysdays after date of such notification to notify Tenant in writing of Landlord's intentions to repair or rebuild said premises, includingor the part so damaged as aforesaid, and if Landlord elects to repair or rebuild said premises, Landlord shall prosecute the work of such repairing or rebuilding without limitationunnecessary delay, any and during such period during which the rent of said premises shall be abated in the same ratio that portion of the premises rendered for the time being unfit for occupancy shall bear to the whole of the leased premises. If Landlord is repairing and restoring shall fail to give the Parking Facilitynotice aforesaid, or does not complete the rental payable by repairs within six (6) months of the date of damage, Tenant shall xxxxxhave the right to declare this Lease terminated by written notice served upon Landlord or Landlord's agent. The abatement of In the rent event the building in which the premises hereby leased are located shall be damaged (even though the exclusive remedy of Tenant against Landlord premises hereby leased shall not be damaged thereby) to such an extent that in the event opinion of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation it shall not be practicable to repair or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repairrebuild, or restorationis destroyed, then it shall be optional with Landlord to terminate this Lease by written notice served on Tenant within ninety (90) days after such damage or destruction.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord's sole opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as so assigned by Tenant, such excess costs shall rebuild be paid by Tenant to Landlord prior to Landlord's repair of such damage. If repairs cannot, in Landlord's opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty must be insured under or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord's insurance policies. Finally, and Landlord’s obligation if the Premises or the Project is limited damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 16 to the extent of the insurance proceeds received by Landlordcontrary, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no obligation abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair and restore any personal property on damage thereto or replace the Premises belonging to same. Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord acknowledges that Tenant shall have no obligation right to restore the damage or destruction (or to complete any restoration) during the last year proceeds of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused insurance carried by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, relating to property damage. With respect to any such period during damage which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCalifornia Civil Code.

Damage or Destruction. If, during In the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render event the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are damaged or destroyed by fire or other casualtyinsured 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, then Landlord the damage shall be entitled to retain all insurance proceeds payable repaired by reason and at the expense of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the such insurance proceeds received by Landlordavailable therefor, (ii) provided such repairs can, in Landlord’s duty to repair and restore sole opinion, be made within two hundred forty (240) days after the Premises shall not begin until receipt occurrence of such damage without the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for payment of overtime or other premiums. Until such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facilityrepairs are completed, the rental payable by Tenant shall xxxxx. The abatement of the rent Base Rent and Additional Rent shall be abated in proportion to the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for which is unusable by Tenant in the conduct of its business. If repairs cannot, in Landlord’s sole and reasonable opinion be made within two hundred forty (240) days, Landlord shall notify Tenant within sixty (60) days of the date of occurrence of such damage as to whether or not Landlord elects to make such repairs and if no such notice is given, Landlord shall be deemed to have elected to make such repairs. If Landlord elects not to make such repairs or such repairs cannot be made within one hundred eighty (180) days of notice, then either party may, by written notice to the other, cancel this lease as of the date of the occurrence of such damage. Except as provided in this Section, there shall be no abatement of Base Rent and Additional Rent, and no liability of Landlord by reason of any inconvenience injury to or annoyance occasioned interference with Tenant’s business or property arising from any such fire or other casualty or from the making or not making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture or furnishings or inventory or on any fixtures or equipment removable by Tenant under the provisions of this Lease and that Landlord shall not be obliged to repair any casualty and damage thereto or replace the same. Landlord shall not be required to repair any resulting damage, destruction, repairinjury or damage caused by fire or other cause, or restorationto make any repairs or replacements to or of improvements installed in the Premises by Tenant.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render (a) If the Premises unsuitable for the continued conduct or any portion of the Common Areas of the Center necessary for Tenant’s use and its invitees activities thereon, shall be occupancy of the Premises is damaged or destroyed by fire in whole or other casualtyin any substantial part during the period from the Rent Commencement Date through the remaining term of this Lease, then Landlord shall obtain from Landlord’s architect, as soon as practicable (and in all events within forty-five (45) days following the damage or destruction, (i) the architect’s reasonable, good faith estimate of the time within which repair and restoration of the Premises and Common Areas (if applicable) can reasonably be entitled expected to retain all insurance proceeds payable by reason of be completed to the extent necessary to enable Tenant to resume its full business operations in the Premises without material impairment and with respect (ii) the architect’s reasonable, good faith opinion as to whether repair and restoration to that extent will be permitted under applicable governmental laws, regulations and building codes then in effect (collectively, the “Architect’s Estimate”). If the damage or destruction materially impairs Tenant’s ability to conduct its business operations in the Premises Premises, and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: if either (iA) the casualty must be insured under Landlord's insurance policiesestimated repair time specified in the Architect’s Estimate exceeds six (6) months (or, in the case of an occurrence during the final year of the term of this Lease, sixty (60) days), or (B) the Architect’s Estimate states that repair and Landlord’s obligation is limited restoration of the affected areas to the extent necessary to enable Tenant to resume its full business operations in the Premises without material impairment will not be permitted under applicable governmental laws, regulations and building codes then in effect, then in either such event either Landlord or Tenant may terminate this Lease as of the insurance proceeds received date of the occurrence by giving written notice to the other party within thirty (30) days after the damage has occurred or fifteen (15) days after delivery of the Architect’s Estimate, whichever is later; provided, however, that if Landlord elects to terminate this Lease under clause (A) of this sentence on the basis of an Architect’s Estimate showing an estimated repair time of more than sixty (60) days but not more than six (6) months with respect to a casualty occurring during the final year of the initial term or first extended term (if applicable) of this Lease but occurring prior to a valid exercise by Tenant of its option to extend the then-current term of this Lease, and if Tenant, within ten (10) days after receipt of written notice of Landlord’s election to terminate, validly exercises in writing any then-exercisable option of Tenant to extend the term of this Lease under Section 2.6 above, then Landlord’s election to terminate shall be void and of no force or effect and the rights and obligations of the parties shall be determined under this Article 13 without regard to such purported termination by Landlord. In addition, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore a similar termination right if the damage or destruction arises from a risk that is not required to be insured against (or and is not actually insured against) by Landlord under this Lease and if Landlord’s architect reasonably estimates that the uninsured cost to complete any restoration) during restore the last year portions of the Term or Premises for which Landlord is responsible to the condition required above would exceed five percent (5%) of any Option Period the then applicable replacement cost of the entire Premises, unless Tenant agrees in writing, within ten (10) days after being notified of Landlord’s exercise of its termination right, to bear the restoration costs in excess of such five percent (5%) limit and, if Tenant has delivered notice that it is reasonably requested by Landlord, agrees to provide security in an amount and on terms reasonably satisfactory to Landlord for Tenant’s performance of such payment obligation. If the circumstances creating a termination right under the preceding two sentences do not renewing the Term of this Agreement pursuant to Section 2.2 exist, or if such circumstances exist but neither party timely exercises any applicable termination right, then this Lease shall remain in full force and effect and (1) Landlord, as to the Common Areas of the Center, as to the Premises as they existed prior to any construction or installation of Tenant has no more extension options Improvements or other fixtures or personal property by Tenant, and as to all Tenant Improvements constructed by Landlord pursuant to this AgreementLease and the Workletter, and (vi2) Landlord shall rebuild or reconstruct the Parking Facility Tenant, as to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a all Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty Improvements (30if any) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable constructed by Tenant pursuant to this Lease and the Workletter and as to all other alterations, additions, improvements, fixtures and personal property constructed or installed by Tenant, shall xxxxx. The abatement of commence and complete, with all due diligence and as promptly as is reasonably practicable under the rent shall conditions then existing, all such repair and restoration as may be required to return the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part affected portions of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damageCenter to a condition comparable to that existing immediately prior to the occurrence; provided, destructionhowever, that Tenant in its discretion may elect not to repair, restore or restorationreplace any or all of the items which would otherwise be Tenant’s responsibility under clause (2) of this sentence to the extent such items were constructed or installed at Tenant’s sole expense and without any use of funds from the Tenant Improvement Allowance.

Damage or Destruction. 16.1 If, during the Term of this AgreementLease Term, the entire Parking Facility Premises or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed from any cause, thereby rendering the Premises totally or partially inaccessible or unusable by fire or other casualtyTenant for its business, Landlord shall diligently (taking into account the time necessary to effectuate a reasonably satisfactory settlement with any insurance company involved) restore, replace and repair the Premises and the Building to substantially the same condition they were in prior to such damage; provided, however, if in the reasonable judgment of an independent architect selected by Landlord the repairs, replacement and restoration cannot be completed within two hundred seventy (270) days after the occurrence of such damage, including the time needed for removal of debris, preparation of plans and issuance of all required governmental permits, then Landlord shall be entitled have the right, at its sole option, to retain all insurance proceeds payable terminate this Lease by reason giving written notice of and with respect termination to Tenant within sixty (60) days after the occurrence of such damage. If this Lease is terminated pursuant to the preceding sentence, all rent payable hereunder shall be equitably apportioned and paid to the date of the occurrence of such damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesdestruction, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) neither Landlord nor Tenant shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant further rights or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options remedies as against each other pursuant to this AgreementLease accruing after the date of termination. The judgment by Landlord's independent architect as to whether it will take more than or less than 270 days to complete the repairs, replacement and (vi) Landlord restoration shall rebuild or reconstruct the Parking Facility be subject to a configuration substantially equivalent review and challenge by an independent architect selected by Tenant, as follows. If Tenant wishes to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a challenge such determination, an independent architect selected by Tenant for any reason caused by Landlord during the Term of this Agreement for shall have a period of ten (10) business days following Tenant's receipt of written notice from Landlord of its determination in which to set forth its determination as to whether it will take more than thirty or less than 270 days to complete the repairs, replacement and restoration (30) consecutive dayswithout regard to any delay occasioned by such challenge). If Landlord's and Tenant's architects do not agree, includingthen such architects shall jointly appoint an independent architect who shall make a determination as to whether it will take more than or less than 270 days to complete the repairs, replacement and restoration (without limitationregard to any delay occasioned by Tenant's challenge), any and the determination of such period during which third architect shall be binding on both Landlord is repairing and restoring Tenant. Each party shall be responsible for its own architect's fees, and shall share jointly in the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement fees of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationthird architect.

Damage or Destruction. IfIn the event (a) the Improvements are damaged by fire, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire explosion or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's the fire and extended coverage insurance policies, and Landlord’s obligation is limited policy required hereunder (an "INSURED CASUALTY") to the extent of fifty percent (50%) or more of the insurance proceeds received by Landlordinsurable value thereof immediately preceding the casualty, (iib) Landlord’s duty to repair and restore the Improvements are damaged by a casualty or occurrence other than an Insured Casualty, (c) such damage occurs at anytime within the last twelve (12) months of the Lease Term, or (d) the Premises shall not begin until receipt of the insurance proceedsor any portion thereof is damaged by fire, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair explosion or other casualty and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging cannot be repaired, rebuilt or restored to Tenant substantially the same condition, under any Legal Requirement or other governmental order or under any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation other agreement to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking Premises is unavailable to subject (a "PROHIBITED CASUALTY"), then in such event Landlord may terminate this Lease by giving Tenant for any reason caused by Landlord during the Term written notice of this Agreement for a period of more than termination within thirty (30) consecutive daysdays after the happening of the event causing the damage. In the event the damage is not extensive enough to give rise to Landlord's option to terminate this Lease, includinga Prohibited Casualty has not occurred, without limitationor Landlord does not elect to terminate this Lease, any Landlord shall promptly and with all due diligence repair and replace the damage to the Improvements to the condition that existed immediately preceding such period during which fire, explosion or other casualty. Upon completion of such repairs and replacements by Landlord, Tenant shall promptly repair or replace all portions of the Premises not repaired or replaced by Landlord is repairing and restoring to the Parking Facilitycondition existing immediately preceding such fire, the rental payable explosion or other casualty. All work by Tenant shall xxxxxcomply with the requirements and limitations imposed by Landlord. The abatement During any period of reconstruction or repair of the rent Premises, Tenant shall operate its business in the Premises to the extent practicable. Base Rent shall be abated during the exclusive remedy period of Tenant against Landlord in such repair and restoration to the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of extent the Premises and/or for any inconvenience is not tenantable. If such damage or annoyance occasioned destruction cannot be repaired or completed within one year after the date such damage or destruction occurred, Tenant shall have the right to terminate this Lease by any casualty and any resulting damage, destruction, repair, or restorationgiving notice to Landlord.

Damage or Destruction. If, during In the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render event the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are damaged or destroyed by fire or other insured casualty, then Landlord 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 entitled to retain all insurance proceeds payable repaired by reason and at the expense of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the such insurance proceeds received by Landlordavailable therefor, (ii) provided such repairs can, in Landlord’s duty sole opinion, be completed within 180 calendar days after the occurrence of such damage, without the payment of overtime or other premiums. Until such repairs are completed, the Rent shall be abated in proportion to repair and restore 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 negligence or willful act or omission of Tenant or its employees, agents, or invitees, there shall not begin until receipt be no abatement of Rent. If repairs cannot, in Landlord’s sole but reasonable opinion, be made within said 180 calendar day period, Landlord shall notify Tenant within 45 calendar days of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds date of occurrence of such damage as to be used for such repair and restoration, (iv) whether or not Landlord shall have no obligation elected to repair and restore any personal property on make such repairs. If Landlord elects not to make such repairs or if such repairs will require more than 180 days to complete, then either party may, by written notice to the Premises belonging other, terminate this Lease as of the date of the occurrence of such damage; provided, however, Tenant shall not have the right to terminate this Lease if the damage is due to the negligence or willful act or omission of Tenant or any of Tenant’s its employees, contractors, agents or invitees. If neither party elects to terminate this Lease and Landlord undertakes such repairs but such repairs are not completed within such 180-day period, Tenant may, by written notice to Landlord, terminate this Lease upon written notice to Landlord delivered not later than ten (v10) days after such 180-day period, which termination notice shall be effective unless Landlord completes such repairs within 15 calendar days of its receipt of Tenant’s notice. 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 45 days after the occurrence of the damage. Except as provided in this Paragraph 11, there shall have be no obligation abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or interference to restore or with Tenant’s business or property arising from the damage making of any necessary repairs, or destruction (any alterations or improvements in or to complete any restoration) during the last year portion of the Term Building or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant Premises, or in or to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementfixtures, appurtenances, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused equipment therein necessitated by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility demised premises or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall promptly repair all such damage and restore the demised premises without expense to Tenant, subject to delays due to adjustment of insurance claims, strikes and other causes beyond Landlord's Control. If such damage or destruction shall render the premises untenable in whole or in part, the rent shall be entitled abated in proportion to retain all insurance proceeds payable the loss of usage of the demised premises by reason of Tenant until the damage shall be repaired and with respect to the premises restored. If the damage or destruction shall be so extensive as to require the expenditure of fifty (50%) percent or more of the replacement cost of the building or buildings on the demised premises, Landlord may elect to terminate this Lease by written notice to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than other given within thirty (30) consecutive days, including, without limitation, any days after the occurrence of such period during which damage or destruction if Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement not commence reconstruction of the rent premises within sixty (60) days after the loss, Tenant may give Landlord notice of its intent to terminate the Lease, and if Landlord shall be the exclusive remedy not commence such reconstruction within fifteen (15) days after receipt of Tenant's notice, Tenant against may terminate this Lease. Landlord in the event of a casualty involving the Premises. and Tenant hereby release each other from responsibility for loss or damage occurring on or to the leased premises or the premises of which they are a part or to the contents of either thereof, caused fire or other hazards actually covered by the fire and extended coverage insurance policy Tenant is required to provide under Section 5 above, and each waives all claims rights or recovery against Landlord the other for any compensation such loss or damage for loss of use damage. Willful misconduct lawfully attributable to either party, whether in whole or in part a contributing cause of the whole casualty giving rise to the loss or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationshall not be excused under the foregoing release and waiver.

Damage or Destruction. If, during Within sixty (60) days after the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct date Landlord learns of the Tenantnecessity for repairs as a result of damage, Landlord shall notify Tenant (“Damage Repair Estimate”) of Landlord’s and its invitees activities thereon, shall reasonable estimated assessment of the period of time in which the repairs will be completed. If the Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided the Damage Report Estimate indicates that repairs can be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of repair of Improvements and with respect to the damage or destruction to Alterations within the Premises and by Landlord shall rebuild or reconstruct exceeds the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent amount of the insurance proceeds received by LandlordLandlord from Tenant’s insurance carrier, (ii) as so assigned by Tenant, such excess costs shall be paid by Tenant to Landlord prior to Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceedssuch damage. However, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation right to repair any insurance proceeds payable with respect to Tenant’s personal property, furniture, trade fixtures or equipment. If the Damage Repair Estimate indicates that repairs cannot be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and restore in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged to any personal property on substantial extent, whether or not the Premises belonging are affected, if the damage is attributable to a cause not covered by Landlord’s insurance policies provided that Landlord maintained the insurance it was required to maintain pursuant to Section 14(c) above. However, if Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided above and if the Damage Repair Estimate indicates that repairs cannot be completed within two hundred seventy (270) days after being commenced and if such damage is not the result of the negligence or willful misconduct of Tenant or any of Tenant’s employees, agents or contractors, agents or inviteesTenant may elect, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more later than thirty (30) consecutive daysdays after Tenant’s receipt of the Damage Repair Estimate, includingto terminate this Lease by written notice to Landlord effective as of the date specified in Tenant’s notice. Finally, without limitationif the Premises or the Project is damaged to any substantial extent during the last twelve (12) months of the Term, and if Tenant does not exercise an available Option to extend the Term, then notwithstanding anything contained in this Article 16 to the contrary, Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. In the event that the Premises or the Building is destroyed or damaged to any substantial extent during the last twelve (12) months of the Lease Term and if such period during damage shall take longer than sixty (60) days to repair and if such damage is not the result of the negligence or willful misconduct or Tenant or Tenant’s agents, employees or contractors, then notwithstanding anything in this Article 16 to the contrary, Tenant shall have the option to terminate this Lease by written notice to Landlord of the exercise of such option within sixty (60) days after Tenant learns of the necessity for repairs as a result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Tenant acknowledges that Tenant shall have no right to any proceeds of insurance carried by Landlord relating to property damage. With respect to any damage which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord releases any rights under law to terminate this Lease in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationcasualty.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 23.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, or any part thereof shall be damaged or destroyed rendered untenantable by fire or other casualtycasualty and if Tenant gives prompt Notice thereof to Landlord and this Lease is not terminated pursuant to any provision of this Article, Landlord, at Landlord's expense, shall perform Landlord's Restoration Work, subject to Legal Requirements then Landlord in effect, and Tenant, at Tenant's expense, shall perform Tenant's Restoration Work, with reasonable dispatch and continuity. The Base Rent and Additional Rent shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited equitably abated to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore that the Premises shall not begin until receipt of the insurance proceedshave been rendered untenantable, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord abatement shall have no obligation to repair and restore any personal property commence on the Premises belonging to Tenant or any date of Tenant’s employeessuch damage, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if provided Tenant has delivered notice that it is not renewing the Term given prompt Notice of this Agreement pursuant such damage to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLandlord, and (vi) Landlord shall rebuild or reconstruct continue until 20 days following the Parking Facility to a configuration substantially equivalent to that configuration which existed as of date the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysPremises shall no longer be untenantable or, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole Delay or any part delay in Tenant's performance of Tenant's Restoration Work, until the date the Premises would have been tenantable but for such Tenant Delay or other delay in Tenant's performance of Tenant's Restoration Work; provided, however, should Tenant occupy a portion of the Premises and/or for any inconvenience or annoyance occasioned the conduct of its business during the period the repair work is taking place and prior to the date the Premises are no longer untenantable, the Base Rent and Additional Rent allocable to such occupied portion, based upon the proportion which the occupied portion of the Premises bears to the total area of the Premises, shall be payable by any casualty and any resulting damage, destruction, repair, or restorationTenant from the date of such occupancy.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord’s reasonable judgment such repair and restoration cannot be completed within two hundred seventy (270) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right to terminate this Lease by giving written notice of termination within forty five (45) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable or used after such damage or destruction) and paid to the later of the date of termination or the date Tenant completely vacates and abandons the Premises on account of such damage and (if applicable) Landlord shall be entitled to retain any insurance proceeds received by Tenant that are attributable to Landlord’s Work and other improvements insured or required to be insured by Tenant that would remain in the Premises at the end of the Lease Term. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the act or omission of Tenant or any Agent of Tenant, then Tenant shall not be entitled to any such rent reduction and (y) if Tenant fails to immediately pay over to Landlord insurance proceeds when received from Tenant’s insurance any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds payable (including proceeds of insurance maintained by reason Tenant), Landlord shall proceed with and bear the expenses of such repair and with respect to restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction to was caused by the Premises and Landlord act or omission of Tenant or any Agent of Tenant, then Tenant shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and pay Landlord’s obligation deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction (or, if Landlord fails to maintain the insurance required by Section 13.3, that Landlord would have received had Landlord maintained such insurance required by Section 13.3), (b) Tenant shall pay the amount by which the cost of restoring any item which Landlord is limited required to the extent of restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (c) Landlord shall not be required to repair or restore any tenant improvements installed in the Premises (except to the extent Landlord receives proceeds therefor from Tenant’s insurance), any Alterations or any other contents of the Premises (including Tenant’s trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (1) insurance proceeds plus deductibles are insufficient to pay the full cost of such repair and restoration (so long as Landlord maintains the insurance required by LandlordSection 13.3), (ii2) Landlord’s duty the holder of any Mortgage fails or refuses to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the make such insurance proceeds to be used available for such repair and restoration, (iv3) Landlord shall have no obligation to zoning or other applicable Laws or regulations do not permit such repair and restore any personal property on the Premises belonging to Tenant restoration, or any of Tenant’s employees, contractors, agents or invitees, (v4) Landlord shall have no obligation to restore the damage or destruction to the Building exceeds thirty five percent (or to complete any restoration35%) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as replacement value of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationBuilding.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render (a) If the Premises unsuitable for the continued conduct or any portion of the Building or Center Common Areas necessary for Tenant’s use and its invitees activities thereon, shall be occupancy of the Premises is damaged or destroyed by fire in whole or other casualtyin any substantial part during the term of this Lease, Landlord shall obtain from Landlord’s architect, as soon as practicable (and in all events within forty-five (45) days) following the damage or destruction, (i) the architect’s reasonable, good faith estimate of the time within which repair and restoration of the Premises, Building and Center Common Areas (if applicable) can reasonably be expected to be completed to the extent necessary to enable Tenant to resume its full business operations in the Premises without material impairment and (ii) the architect’s reasonable, good faith opinion as to whether repair and restoration to that extent will be permitted under applicable governmental laws, regulations and building codes then in effect (collectively, the “Architect’s Estimate”). If the damage or destruction materially impairs Tenant’s ability to conduct its business operations in the Premises, and if either (A) the estimated repair time specified in the Architect’s Estimate exceeds six (6) months (or, in the case of an occurrence during the final year of the term of this Lease, sixty (60) days) or (B) the Architect’s Estimate states that repair and restoration of the affected areas to the extent necessary to enable Tenant to resume its full business operations in the Premises without material impairment will not be permitted under applicable governmental laws, regulations and building codes then in effect, then in either such event either Landlord or Tenant may terminate this Lease as of the date of the occurrence by giving written notice to the other party within thirty (30) days after the date of the occurrence or fifteen (15) days after delivery of the Architect’s Estimate, whichever is later. In addition, Landlord shall have a similar termination right if the damage or destruction arises from a risk that is not required to be entitled insured against (and is not actually insured against) by Landlord under this Lease and if Landlord’s architect reasonably estimates that the uninsured cost to retain restore the portions of the Premises and Building for which Landlord is responsible to the condition required above would exceed five percent (5%) of the then applicable replacement cost of the entire Premises. If the circumstances creating a termination right under the preceding two sentences do not exist, or if such circumstances exist but neither party timely exercises any applicable termination right, then this Lease shall remain in full force and effect and (x) Landlord, as to the Center Common Areas and as to the shell of the Building and the alterations, additions and improvements that Landlord is required to insure (or actually insures) under Sections 10.1(c) and (d) above, and (y) Tenant, as to the alterations, additions and improvements (if any) that Tenant is required to insure under Section 10.1(e) above, shall respectively commence and complete, with all insurance proceeds payable by reason due diligence and as promptly as is reasonably practicable under the conditions then existing, the repair and restoration of such respective portions of the Property and with respect Premises to a condition substantially comparable to that which existed immediately prior to the damage or destruction destruction; provided, however, that Tenant in its discretion may elect not to the Premises and Landlord shall repair, rebuild or reconstruct replace any or all of the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: items which would otherwise be Tenant’s responsibility under clause (iy) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited of this sentence to the extent of the insurance proceeds received such items were constructed or installed at Tenant’s sole expense and without any payment or reimbursement by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then the damage shall be repaired by Landlord to the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord’s sole opinion, be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Within sixty (60) days after the date Landlord learns of the necessity for repairs as a result of damage, Landlord shall notify Tenant (“Damage Repair Estimate”) of Landlord’s estimated assessment of the period of time in which the repairs will be entitled completed. Upon the occurrence of any damage to retain the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord shall rebuild or reconstruct exceeds the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent amount of the insurance proceeds received by Landlord from Tenant’s insurance carrier, as so assigned by Tenant, such excess costs shall be paid by Tenant to Landlord prior to Landlord’s repair of such damage. If the Damage Repair Estimate indicates that repairs cannot, in Landlord’s opinion, be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord’s duty insurance policies. However, if Landlord does not elect to repair terminate this Lease pursuant to Landlord’s termination right as provided above, and restore if the Premises shall Damage Repair Estimate indicates that repairs cannot begin until receipt be completed within one hundred eighty (180) days after being commenced and if such damage is not the result of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to negligence or willful misconduct of Tenant or any of Tenant’s employees, contractorslicensees, agents invitees or inviteesagents, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is may elect, not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more later than thirty (30) consecutive daysdays after Tenant’s receipt of the Damage Repair Estimate, includingto terminate this Lease by written notice to Landlord effective as of the date specified in Tenant’s notice. Finally, without limitationif the Premises or the Project is damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 16 to the contrary, Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. In the event that the Premises or the Project is destroyed or damaged to any substantial extent during the last twelve (12) months of the Lease Term and if such period during damage shall take longer than sixty (60) days to repair and if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant’s employees, licensees, invitees or agents, then notwithstanding anything in this Article 16 to the contrary, Tenant shall have the option to terminate this Lease by written notice to Landlord of the exercise of such option within sixty (60) days after Tenant learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Tenant acknowledges that Tenant shall have no right to any proceeds of insurance carried by Landlord relating to property damage. With respect to any damage which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCalifornia Civil Code.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility Hotel or such any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed at any time or times during the Operating Term by fire fire, casualty or any other casualtycause, then Landlord shall be entitled to retain all insurance proceeds payable by reason of Owner, at its own cost and expense and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner due diligence, but subject to the following terms applicable provisions of the Credit Agreement and conditions: any Succeeding Financing, shall undertake a Casualty Restoration that will restore the Hotel to substantially the condition it was in immediately prior to such damage or destruction. Notwithstanding the foregoing, if the Hotel is damaged or destroyed to such an extent that the cost of the Casualty Restoration as reasonably estimated by Owner exceeds thirty percent (i30%) of the casualty must be insured under Landlord's insurance policiesreplacement cost of the Hotel (excluding land, excavations, footings and foundations) or if the Casualty Restoration will take longer than one hundred eighty (180) days to complete, Owner shall notify Manager of such fact within ninety (90) days after the occurrence of such damage or destruction, and Landlord’s obligation is limited Manager may terminate this Contract by notice to the extent of Owner. If Owner determines that the insurance proceeds received by Landlordavailable to undertake a Casualty Restoration are not sufficient (when added to the amount of any applicable deductibles) to complete the Casualty Restoration, (ii) Landlord’s duty to repair and restore that Owner therefore will either demolish the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (Hotel in its entirety or to complete any restoration) during cease utilizing the last year of the Term or of any Option Period if Tenant has delivered building as a hotel, Owner may terminate this Contract by notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementManager, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than either case given within thirty (30) consecutive daysdays after Owner's receipt from the insurance company of the insurance company's determination as to the availability and sufficiency of insurance proceeds. Owner shall diligently pursue the determination and recovery of insurance proceeds with respect to such damage or destruction. If neither Party gives such notice within the respective time periods provided above, includingthis Contract shall remain in full force and effect and Owner shall be obligated to restore the Hotel in accordance with this Section 7.1, without limitationprovided that if at any time Manager subsequently reasonably believes that the Casualty Restoration will not be completed within the time period originally set forth by Owner, Manager may terminate this Contract by notice to Owner. If this Contract is terminated by Owner pursuant to the preceding sentence and Owner determines at any time within three (3) years after the date of such termination to either rebuild the Hotel or recommence utilizing the building as a hotel, then Manager may reinstate this Contract by notice to Owner given within ninety (90) days after receipt by Manager of notice from Owner that Owner has elected to undertake a Casualty Restoration and has commenced the same; provided, however, that if Owner fails to give such notice, then Manager may reinstate this Contract by notice to Owner given at any time prior to the later of (i) completion of the Casualty Restoration and the full reopening of the Hotel, and (ii) ninety (90) days after Manager becomes aware of the Casualty Restoration. If Owner gives the notice to Manager provided for in the preceding sentence and Manager elects to reinstate this Contract within the ninety (90) day period during which Landlord above provided for, Owner shall thereupon become obligated to complete the Casualty Restoration with due diligence. If this Contract is repairing terminated and restoring the Parking Facilitythen reinstated pursuant to this Section 7.1, the rental payable by Tenant shall xxxxx. The abatement remaining term of this Contract upon the rent effective date of its reinstatement shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use term that was remaining under this Contract as of the whole or date of its earlier termination. If there shall be any part dispute between Owner and Manager as to whether Owner's estimate of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damagecost of restoration, destruction, repairthe full replacement cost of the Hotel, or restorationthe estimated time for repair or restoration is reasonable under the circumstances, the said dispute shall be submitted to arbitration conducted in accordance with the provisions of Section 10.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility building or such portion thereof as shall render other improvements upon the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other casualty, then Landlord shall cause the damage to the physical structure of the building (excluding any tenant improvements or alterations therein) to be entitled to retain all insurance proceeds payable repaired or replaced without unreasonable delay; provided, however, if by reason of and with respect such casualty, Landlord, in its reasonable estimation, determines that the amount of time required to repair the damage using due diligence is in excess of 270 days (as measured from the issuance of the applicable building permits necessary for reconstruction), then either party shall have the right to terminate this Lease by giving written notice of termination to the other party hereto within thirty (30) days after the date of casualty; provided, however, in the event that the casualty giving rise to an election to terminate is caused by the negligence, misconduct or acts or omissions of Tenant or Tenant's invitees, Tenant shall have no right to terminate this Lease. Except as specifically set forth herein, in no event shall any such damage cause the abatement or destruction rebate in the Rent then due or thereafter becoming due under the terms hereof. Notwithstanding the other provisions of this Section, in the event that there should be a casualty loss to the Premises and during the last two (2) years of the Term, Landlord shall rebuild or reconstruct may, at its option, terminate this Lease by giving written notice thereof to Tenant within thirty (30) days after the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) date of the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent Rent shall xxxxx as of the insurance proceeds received by Landlorddate of such notice. Except as provided herein, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to rebuild or repair in case of fire or other casualty, and restore no termination under this Section shall affect any personal property on rights of Landlord or Tenant hereunder arising from the Premises belonging 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 Tenant the contrary, in no event shall Landlord be required to expend more funds in connection with repair or restoration than the amount received by Landlord from the proceeds of any of Tenant’s employeesinsurance policies maintained by Landlord. Further, contractors, agents or invitees, (v) Landlord shall have no obligation duty to restore the damage restore, repair, replace or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event that any lender of Landlord should require that insurance proceeds received as a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use result of the whole fire or any part other casualty be applied to payment of the Premises and/or for any inconvenience or annoyance occasioned by any casualty mortgage debt, and, in such event, Landlord and any resulting damage, destruction, repair, or restorationTenant shall each have the right to terminate this Lease immediately.

Damage or Destruction. If(a) If the Premises, during or the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct Common Areas of the Center necessary for Tenant’s 's use and its invitees activities thereonoccupancy of the Premises, shall be are damaged or destroyed by fire in whole or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: part under circumstances in which (i) the casualty must be insured repair and restoration is permitted under Landlord's insurance policiesapplicable governmental laws, regulations and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, building codes then in effect and (ii) Landlord’s duty to repair and restore restoration reasonably can be completed within a period of one (1) year (or, in the Premises shall not begin until receipt case of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) an occurrence during the last year of the Term term of this Lease, within a period of sixty (60) days) following the date of the occurrence, then Landlord, as to the Common Areas of the Center and the cold shell of the buildings in which the Premises are located, and Tenant, as to all other improvements existing in or about the Premises immediately prior to such occurrence, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be required to return the affected portions of any Option Period if Tenant has delivered notice the Premises and the Center to a condition comparable to that it existing immediately prior to the occurrence. In the event of damage or destruction the repair of which is not renewing permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or destruction (despite being corrected to the Term of extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant's ability to conduct its business in the Premises, then either party may terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed Lease as of the Commencement Date. During date of the period in which occurrence by giving written notice to the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than other within thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring days after the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement date of the rent occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair Tenant's ability to conduct its business in the Premises, then this Lease shall continue in full force and effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant's Operating Cost Share of Operating Expenses, based upon the exclusive remedy extent to which Tenant's ability to conduct its business in the Premises is impaired, and Landlord and Tenant respectively shall restore the Common Areas and the cold shell of Tenant against Landlord the applicable buildings and the other improvements in and about such buildings to a complete architectural whole and to a functional condition. In the event of a casualty involving damage or destruction which cannot reasonably be repaired within one (1) year (or, in the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss case of use an occurrence during the last year of the whole term of this Lease, within a period of sixty (60) days) following the date of the occurrence, then either Landlord or any part Tenant, at its election, may terminate this Lease as of the date of the occurrence by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, then this Lease shall continue in full force and effect and Landlord and Tenant shall each repair and restore applicable portions of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationthe Center in accordance with the first sentence of this Section 15.1.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give prompt written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the common areas deemed desirable by Landlord, subject to Section 1.3 and provided access to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant’s occupancy. Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees, subtenants or invitees, (v) such abatement shall occur only to the extent rental abatement insurance proceeds are received by Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused would have been received by Landlord during the Term of this Agreement for if Landlord had carried rental abatement insurance with a coverage period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationtwelve months).

Damage or Destruction. If(a) If the Premises or any portion thereof are destroyed by storm, during fire, lightning, earthquake or other casualty (collectively, "Casualty"), Tenant shall immediately notify Landlord. In the Term event more than twenty percent (20%) of the useable area of the Premises is rendered untenantable as a result of the Casualty, or in the event that it will not be possible for Tenant to fully repair and restore the Premises prior to the expiration of the term of this AgreementLease, Tenant shall have the entire Parking Facility right within thirty (30) days following the Casualty, to terminate this Lease, in which case all insurance proceeds paid or payable as a result of the Casualty less and except the amount actually expended by Tenant in clearing the damage and destruction shall be paid or assigned to Landlord, and all rent and other sums payable by Tenant hereunder shall be accounted for as between Landlord and Tenant as of the effective date of termination. Tenant shall execute and deliver such portion thereof further instruments of assignment or direction, in the form required by Tenant's insurance company to enable Landlord to collect all insurance proceeds which are to be paid or assigned to Landlord. In the event Tenant is not permitted to terminate this Lease as a result of the Casualty, or elects not to terminate this Lease within such 30-day period, then Tenant shall render be entitled to receive all insurance proceeds paid or payable as a result of the Casualty (to the extent necessary for restoration), and Tenant shall promptly restore the Premises unsuitable for to the continued conduct condition it was in immediately prior to the Casualty or to such other condition as may be approved by Landlord, regardless of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then amount of such insurance proceeds payable as a result of the Casualty. Landlord shall be entitled to retain all receive any insurance proceeds paid or payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent excess of the insurance proceeds received by Landlord, (ii) Landlord’s duty amount necessary to repair and restore the Premises shall to the condition existing immediately prior to the Effective Date or otherwise approved by Landlord. Provided Tenant has maintained rent loss insurance as required hereunder, and provided the insurance company providing same does not begin until receipt of the assert any defense to Landlord's claim for such rent insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no Tenant's obligation to repair and restore any personal property on pay Base Rent shall xxxxx until the Premises belonging has been repaired, restored, rebuilt, reconstructed or replaced, as required herein, in proportion to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or which is unusable by Tenant; provided, however, that Tenant shall be responsible for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationdeductible related to such rent insurance.

Damage or Destruction. IfTenant shall give Landlord immediate (from the time that Tenant becomes, during the Term or should have with reasonable diligence become, aware of this Agreement, the entire Parking Facility or such same) written notice if any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Property is damaged or destroyed by fire fire, casualty, or other casualtycause (“Casualty”). Tenant shall appear in any proceeding or action to defend, then Landlord negotiate, prosecute, or adjust any claim for any insurance payment on account of any Casualty and shall take all appropriate action in connection with any such Casualty. No settlement of any such proceeding or action made by Tenant without Landlord’s prior written consent will be binding on Landlord’s interest as named insured or loss payee (as the case may be) under the applicable policy. In the event of a Casualty, whether partial or total, and whether or not such Casualty is covered by insurance, Tenant shall repair, restore, and rebuild the Property to substantially the same or better condition as existed immediately prior to such Casualty, all in accordance with Legal Requirements. Tenant shall be entitled solely responsible for and shall pay the balance, if any, of the costs to retain so restore the Property. As between Tenant and a Leasehold Mortgagee, all insurance proceeds payable to Tenant pursuant to this Article XIII shall be disbursed by reason Tenant in accordance with and pursuant to the terms of any applicable Leasehold Mortgage. However, if a Casualty occurs prior to the Completion of Construction and there is still outstanding Construction Financing, then with respect to the damage or destruction such Casualty, insurance proceeds, in an amount satisfactory to the Premises Tenant and Landlord Landlord, shall rebuild or reconstruct the Parking Facility be set aside in a commercially reasonable and efficient manner subject an amount sufficient to the following terms and conditions: (i) raze the casualty must be insured under Landlord's insurance policiesImprovements on the Property (including the removal of all foundations, and Landlord’s obligation is limited to the extent of the insurance proceeds received if elected by Landlord, and shoring to support any excavated subgrade development), level, clear, clean, and otherwise put the Land in good order and in a safe condition, landscape the Property in a manner reasonably required by Landlord (to include at a minimum sod or such other basic ground cover as Landlord may require), and leave all such landscaped areas in a neat and safe condition or (ii) Landlord’s duty to repair and restore pay for rebuilding. For the Premises shall not begin until receipt avoidance of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facilitydoubt, the rental payable by Tenant immediately preceding sentence shall xxxxx. The abatement no longer be applicable after Completion of Construction of applicable New Improvements and after the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationConstruction Financing has been fully paid.

Damage or Destruction. IfIn the event of a fire or other casualty in the Premises, during Tenant shall immediately give Landlord notice thereof. Except as provided to the Term of this Agreementcontrary in Section 7.02 below, the entire Parking Facility or such portion thereof as shall render Landlord and Tenant agree that if the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged are partially or totally destroyed by fire or other casualtycasualty covered by the fire and extended coverage insurance to be carried by Landlord under the terms of this Lease, then the Landlord shall be entitled may, at its option, repair and restore the Premises, or Landlord may terminate this Lease without liability to retain all insurance proceeds payable by reason Tenant. In the event that Landlord does not elect to terminate this Lease as a result of and with respect to the such damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesdestruction, and Landlord’s obligation is limited to the extent of the insurance proceeds received by then Landlord, (ii) Landlord’s duty to at its expense, shall repair and restore the Premises shall not begin until receipt as soon as reasonably practicable to substantially the same condition as the Premises were immediately prior to the fire or casualty. Notwithstanding any of the insurance proceedsforegoing provisions to the contrary, (iii) Landlord’s lender(s) must permit in the insurance proceeds event the Premises or the Building are destroyed or damaged to the extent that repairs to be used for such repair and restoration, (iv) made by Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation in order to restore the damage Premises or destruction the Building to their original character and condition, as estimated by a responsible contractor selected by Landlord, cannot be substantially completed within one hundred eighty (or to complete any restoration180) during days from the last year date of the Term or casualty, Landlord shall forthwith give Tenant written notice of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementsuch estimate, and (vi) Tenant shall have the right to terminate this Lease without liability to Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than within thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring days after Tenant’s receipt of said notice from Landlord. In the Parking Facility, event the rental payable Premises are totally destroyed or so damaged by fire or other casualty that the Premises cannot reasonably be used by Tenant for the purposes herein provided Tenant shall xxxxxhave the right to terminate this Lease without liability to Landlord within thirty (30) days after such fire or casualty. The In the event the Premises are totally destroyed or so damaged by fire or other casualty covered by the fire and extended coverage insurance to be carried by Landlord under the terms of this Lease that the Premises cannot reasonably be used by Tenant for the purposes herein provided and this Lease is not terminated as above set forth, then there shall be a total abatement of Rent from the rent date of casualty until substantial completion of the repair and restoration work to be performed by Landlord and Landlord has received a certificate of occupancy (with Tenant’s cooperation in completing the required application) and all other required governmental approvals; and this Lease shall continue in full force and effect for the balance of the Term. In the event the Premises are partially destroyed or damaged by fire or other casualty so that the Premises can be used only partially by Tenant for the purposes herein provided and this Lease is not terminated as above set forth, then Rent shall be the exclusive remedy of Tenant against Landlord abated in the event of a casualty involving proportion which the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use approximate area of the whole or any damaged part bears to the total area in the Premises from the date of the Premises and/or casualty until substantial completion of the repair and restoration work to be performed by Landlord; and this Lease shall continue in full force and effect for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationthe balance of the Term.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 4.9.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonare damaged by fire, shall be damaged or destroyed by fire earthquake or other casualty, Tenant shall give immediate written notice (a “Casualty Notice”) thereof to Landlord. If Landlord estimates that the damage can be repaired in accordance with the then-existing Governmental Requirements within one hundred—twenty (120) Business Days after Landlord is notified by Tenant of such damage and if there are sufficient insurance proceeds available to repair such damage, then Landlord shall be entitled proceed with reasonable diligence to retain all insurance proceeds payable by reason of and with respect restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 120 Business Day period or destruction if there are insufficient insurance proceeds available to repair such damage, Landlord may elect in its absolute discretion to either: (a) terminate this Lease or (b) restore the Premises to substantially the condition which existed prior to the damage and this Lease will continue. If Landlord restores the Premises under this paragraph, then Landlord shall use commercially reasonable efforts to proceed toward completion of the restoration and (1) at Landlord’s option, the Lease Term shall be extended for the time required to complete such restoration, (2) Tenant shall pay to Landlord, upon demand, Tenant’s Pro Rata Share of any applicable deductible amount specified under Landlord’s insurance and (3) notwithstanding anything to the contrary contained herein, Landlord shall not be required to repair or restore any Specialty Tenant Improvements, Tenant Alterations (including Telecommunication Facilities), or any or all furniture, fixtures, equipment, inventory, improvements or other property which was in or about the Premises at the time of the damage and was not owned by Landlord. In the case of damage to the Premises or the Building which is of a nature or extent that (a) such damage materially interferes with Tenant’s access to or use of a portion but not all of the Premises (such portion being referred to herein as the “Materially Affected Premises”), Base Rent and Additional Rent otherwise payable hereunder shall be abated by the percentage that the rentable area of the Materially Affected Premises bears to the total rentable area of the Premises, for the period beginning on the date of the Casualty Notice and ending on the earlier of (i) the date that Landlord has substantially completed its repairs to the Materially Affected Premises and (ii) the date that Tenant uses any portion of the Materially Affected Premises for the conduct of its business, or (b) such damage materially interferes with Tenant’s access to or use of the entire Premises, all Base Rent and Additional Rent otherwise payable hereunder shall be abated for the period beginning on the date of the Casualty Notice and ending on the earlier of (i) the date that Landlord has substantially completed its repairs to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (iii) the casualty must be insured under Landlord's insurance policies, date that Tenant uses any portion of the Premises for the conduct of its business. Except for the abatement of Base Rent and Landlord’s obligation is limited Additional Rent if and to the extent provided herein, Tenant agrees to look to the provider of Tenant’s insurance for coverage for the loss of Tenant’s use of the insurance proceeds received Premises and any other related losses or damages incurred by LandlordTenant during any reconstruction period. Notwithstanding the foregoing, if the Premises have not been restored to the condition required by Landlord hereunder on or before the date which is twelve (ii12) months after Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceedsCasualty Notice (which date in shall be extended one day for each day of delay caused by any act or omission of Tenant and for events of Force Majeure as contemplated in Paragraph 6.8 hereof), (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord then Tenant shall have no obligation the right to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is cancel this Lease upon not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more less than thirty (30) consecutive days, including, without limitation, any days prior written notice given to the Landlord within ten (10) Business Days after the expiration of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement (time being of the rent essence), provided such cancellation shall be the exclusive remedy of Tenant against Landlord void and this Lease shall continue in full force and effect in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part that substantial completion of the Premises and/or is achieved within such thirty (30) day period (which date shall be extended one day for any inconvenience or annoyance occasioned each day of delay caused by any casualty act or omission of Tenant and any resulting damage, destruction, repair, or restorationfor events of Force Majeure as contemplated in Paragraph 6.8 hereof).

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord’s reasonable judgment such repair and restoration cannot be completed within two hundred seventy (270) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right to terminate this Lease by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable or used after such damage or destruction) and paid to the earlier of the date of termination or the date Tenant completely vacates and abandons the Premises on account of such damage and Landlord shall be entitled to retain any insurance proceeds received by Tenant that are attributable to Tenant’s Work and other improvements insured or required to be insured by Tenant that would remain in the Premises at the end of the Lease Term. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable and is used by Tenant while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the gross negligence or willful misconduct of Tenant or any Agent of Tenant, then Tenant shall not be entitled to any such rent reduction and (y) if Tenant fails to immediately pay over to Landlord insurance proceeds when received from Tenant’s insurance any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds payable (including proceeds of insurance maintained by reason Tenant), Landlord shall proceed with and bear the expenses of such repair and with respect to restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction to was caused by the Premises and Landlord shall rebuild negligent act or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesomission or willful misconduct of Tenant or any Agent of Tenant, and without affecting in any way the waivers provided in Sections 13.3 and 13.4, then Tenant shall pay Landlord’s obligation is limited deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction (or, if Landlord fails to maintain the insurance required by Section 13.3, that Landlord would have received to the extent Landlord maintained such insurance required by Section 13.3), (b) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (c) Landlord shall not be required to repair or restore any tenant improvements installed in the Premises (except to the extent Landlord receives proceeds therefor from Tenant’s insurance), any Alterations or any other contents of the Premises (including Tenant’s trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (1) insurance proceeds plus deductibles are insufficient to pay the full cost of such repair and restoration (so long as Landlord maintains the insurance required by LandlordSection 13.3), (ii2) Landlord’s duty the holder of any Mortgage fails or refuses to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the make such insurance proceeds to be used available for such repair and restoration, (iv3) Landlord shall have no obligation to zoning or other applicable Laws or regulations do not permit such repair and restore any personal property on the Premises belonging to Tenant restoration, or any of Tenant’s employees, contractors, agents or invitees, (v4) Landlord shall have no obligation to restore the damage or destruction to the Building exceeds thirty-five percent (or to complete any restoration35%) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as replacement value of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationBuilding.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render Section 7.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, or any Building or any part thereof shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, then ordinary or extra-ordinary, foreseen or unforeseen, so long as no Event of Default has occurred and is continuing (a) Landlord shall pay over to Tenant, upon the terms set forth in Section 7.2, any moneys which may be entitled to retain all recovered by Landlord from property insurance, (b) this Lease shall be unaffected thereby and shall continue in full force and effect, and (c) Tenant shall, utilizing such insurance proceeds payable by reason of and with respect to the such additional funds as may be required, at Tenant’s sole cost and expense, expeditiously and in a good and workmanlike manner, cause such damage or destruction to be remedied or repaired (the “Restoration”) by restoring the Premises to substantially the same condition and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject configuration immediately prior to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during destruction. All Restoration work shall be performed in accordance with the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term provisions of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysLease, including, without limitation, any such period during which Landlord is repairing the provisions of Section 5.4 and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises5.5 hereof. Tenant hereby waives all claims against the provisions of any Legal Requirement to the contrary and agrees that the provisions of this Article VII shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Premises with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant’s cost and expense and the cost thereof shall be payable within five (5) days after written demand as Other Rent, together with interest thereon from the date of demand until paid at the Default Rate. In addition, if Landlord so completes the Restoration as provided hereunder, Landlord shall be entitled to a reasonable supervisory fee from Tenant to compensate Landlord for any compensation or damage for loss of use of administering the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationRestoration.

Damage or Destruction. (a) If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct after expiration of the Tenant’s and its invitees activities thereonDue Diligence Period but prior to Closing, there shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the occur any uninsured damage or destruction to the Premises ProDerty in excess of twenty percent (20'-.) , by value, of Sundial, Seaside Inn or Sanibel Inn, taken individually, or that would require longer than three hundred sixty-five (365) days to repair, CapStar shall have the option, in its sole judgment and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: discretion, (i) to terminate this Agreement, or (ii) to proceed with Closing without any adjustment in the casualty must be insured under Landlord's Purchase Price, in which event, at Closing, Sellers shall transfer and assign to CapStar all of Sellers' right, title and interest in and to all proceeds from all insurance policies, and Landlord’s obligation is limited policies owned by Sellers with respect to the extent Purchased Assets for such damage or destruction, provided that any existing mortgagees having approval or similar rights relating to application of insurance proceeds have agreed that the insurance proceeds received by Landlordmay he transferred and assigned to CapStar. If CapStar elects to proceed with Closing, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt and, as of the insurance proceedsClosing Date, (iii) Landlord’s lender(s) must permit the existing mortga ees have no . t agreed that the insurance proceeds may be transferred and assigned to CaDStar, then, in such event, the insurance proceeds shall be used for such repair trans'Lerred and restoration, (iv) Landlord shall have no obligation assigned by Sellers to repair and restore any personal property on the Premises belonging Ca-oStar as soon as practicable after Closing. If CapStar elects to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to terminate this Agreement, and CapStar shall give written notice thereof to Sellers on or before the earlier to occur of (viA) Landlord ten (10) days after CapStar shall rebuild have received written notice of such damage or reconstruct destruction, or (B) the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Closing Date. During the period in If CapStar does not give such notice within such time, CapStar shall he conclusively deemed to have elected to @roceed with Closing, and shall not have any further right to terminate this Agreement as a result of such damage or destruction. Upon any te=ination o'L this Agreement under this Section 10.2(a), all rights and obligations of Sellers and CapStar hereunder (except those rights and obligations set forth herein which the Parking is unavailable to expressly survive a Tenant for any reason caused by Landlord during the Term te=ination of this Agreement for a period of more than thirty (30Agreement) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationte=inate immediately.

Damage or Destruction. If(a) If any or all Buildings, during or the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct Common Areas of the Property necessary for Tenant’s use and its invitees activities thereonoccupancy of any or all Buildings, shall be are damaged or destroyed by fire in whole or other casualtyin part under circumstances in which (i) repair and restoration is permitted under applicable governmental laws, regulations and building codes then in effect and (ii) repair and restoration reasonably can be completed within a period of one (1) year (or, in the case of an occurrence during the last two (2) years of the term of this Lease, within a period of sixty (60) days) following the date of the occurrence, then Landlord Landlord, as to the Common Areas of the Property and the Building Shell of the applicable Building(s), and Tenant, as to the Tenant Improvements constructed by Tenant, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be entitled required to retain all insurance proceeds payable by reason return the affected portions of the Property to a condition comparable to that existing immediately prior to the occurrence. In the event of damage or destruction the repair of which is not permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or destruction (despite being corrected to the extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant’s ability to conduct its business in the applicable Building(s), then either party may terminate this Lease with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (iapplicable Building(s) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During date of the period in which occurrence by giving written notice to the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than other within thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring days after the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement date of the rent occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair Tenant’s ability to conduct its business in the applicable Building(s), then this Lease shall continue in full force and effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant’s Operating Cost Share of Operating Expenses, based upon the exclusive remedy of extent to which Tenant’s ability to conduct its business in the applicable Building(s) is impaired, and Landlord and Tenant against Landlord respectively shall restore the Common Areas and Building Shell and the Tenant Improvements in the applicable Building(s) to a complete architectural whole and to a functional condition. In the event of a casualty involving damage or destruction which cannot reasonably be repaired within one (1) year (or, in the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss case of use an occurrence during the last two (2) years of the whole or any part term of this Lease, within a period of sixty (60) days) following the date of the Premises and/or for any inconvenience occurrence, then either Landlord or annoyance occasioned Tenant, at its election, may terminate this Lease with respect to the applicable Building(s) as of the date of the occurrence by any casualty giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, then this Lease shall continue in full force and any resulting damage, destruction, repair, or restorationeffect and Landlord and Tenant shall each repair and restore applicable portions of the Property in accordance with the first sentence of this Section 17.1(a).

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord’s reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right to terminate this Lease by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable or used after such damage or destruction) and paid to the earlier of the date of termination or the date Tenant completely vacates and abandons the Premises on account of such damage and Landlord shall be entitled to retain any insurance proceeds received by Tenant that are attributable to Tenant’s Work and other improvements insured or required to be insured by Tenant that would remain in the Premises at the end of the Lease Term. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the act or omission of Tenant or any Agent, then Tenant shall not be entitled to any such rent reduction and (y) if Tenant fails to immediately pay over to Landlord insurance proceeds when received from Tenant’s insurance any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds payable (including proceeds of insurance maintained by reason Tenant), Landlord shall proceed with and bear the expenses of such repair and with respect to restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction to was caused by the Premises and Landlord act or omission of Tenant or any Agent, then Tenant shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and pay Landlord’s obligation is limited deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction (or, if Landlord fails to maintain the insurance required by Section 13.3, that Landlord would have received to the extent Landlord maintained such insurance required by Section 13.3), (b) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (c) Landlord shall not be required to repair or restore any tenant improvements installed in the Premises (except to the extent Landlord receives proceeds therefor from Tenant’s insurance), any Alterations or any other contents of the Premises (including Tenant’s trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (1) insurance proceeds plus deductibles are insufficient to pay the full cost of such repair and restoration (so long as Landlord maintains the insurance required by LandlordSection 13.3), (ii2) Landlord’s duty the holder of any Mortgage fails or refuses to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the make such insurance proceeds to be used available for such repair and restoration, (iv3) Landlord shall have no obligation to zoning or other applicable Laws or regulations do not permit such repair and restore any personal property on the Premises belonging to Tenant restoration, or any of Tenant’s employees, contractors, agents or invitees, (v4) Landlord shall have no obligation to restore the damage or destruction to the Building exceeds thirty-five percent (or to complete any restoration35%) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as replacement value of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationBuilding.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give immediate written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the common areas deemed desirable by Landlord, provided access to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant’s occupancy, Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees, subtenants or invitees, (v) such abatement shall occur only to the extent rental abatement insurance proceeds are received by Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused would have been received by Landlord during the Term of this Agreement for if Landlord had carried rental abatement insurance with a coverage period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationtwelve months).

Damage or Destruction. If(a) If the Building, during or the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct Common Areas of the Property necessary for Tenant’s use and its invitees activities thereonoccupancy of the Building, shall be are damaged or destroyed by fire in whole or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: part under circumstances in which (i) the casualty must be insured repair and restoration is permitted under Landlord's insurance policiesapplicable governmental laws, regulations and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, building codes then in effect and (ii) Landlord’s duty to repair and restore restoration reasonably can be completed within a period of one (1) year following the Premises shall not begin until receipt date of the insurance proceedsoccurrence, (iii) then Landlord’s lender(s) must permit , as to the insurance proceeds Common Areas of the Property and the Building Shell, and Tenant, as to be used for the Interior Improvements, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restorationrestoration as may be required to return the affected portions of the Property to the condition existing immediately prior to the occurrence. In connection with any such reconstruction of the Interior Improvements, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, use its best efforts (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which necessary negotiation or intercession with Landlord’s Lender, if any) to promptly make any proceeds of Landlord’s property insurance with respect to the Interior Improvements (up to a maximum amount equal to the amounts originally contributed by Landlord is repairing and restoring toward the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement construction of the rent shall be Interior Improvements) available to Tenant for such reconstruction, subject only to such payment controls as Landlord and its Lender and insurer, or any of them, may reasonably require in order to ensure the exclusive remedy proper application of Tenant against Landlord in such proceeds toward the reconstruction of the Interior Improvements pursuant to this Section 17.1. In the event of a casualty involving damage or destruction the Premises. Tenant hereby waives all claims against Landlord for any compensation repair of which is not permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or damage for loss of use destruction (despite being corrected to the extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant’s ability to conduct its business in the Building, then either party may terminate this Lease as of the whole or any part date of the Premises and/or for any inconvenience or annoyance occasioned occurrence by any casualty and any resulting damage, destruction, repairgiving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, or restorationif such damage or destruction does not materially impair Tenant’s ability to conduct its business in the Building, then this Lease shall continue in full force and effect; except that there shall be an equitable adjustment in monthly minimum rental and of Tenant’s Operating Cost Share of Operating Expenses, based upon the extent to which Tenant’s ability to conduct its business in the Building is impaired, and Landlord and Tenant respectively shall restore the Building Shell and the Interior Improvements to a complete architectural whole and to a functional condition. In the event of damage or destruction which cannot reasonably be repaired within one (1) year following the date of the occurrence, then either Landlord or Tenant, at its election, may terminate this Lease as of the date of the occurrence by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, then this Lease shall continue in full force and effect and Landlord and Tenant shall each repair and restore applicable portions of the Property in accordance with the first sentence of this Section 17.1.

Damage or Destruction. If, during In the Term of this Agreement, event the entire Parking Facility Leased Premises or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are damaged or destroyed by fire or other insured casualty, then Landlord the insurance proceeds shall be entitled to retain all insurance proceeds payable made available therefor by reason the holder or holders of any Mortgage covering the Building and with respect to the damage or destruction to shall be repaired by and at the Premises and expense of Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the such insurance proceeds received by Landlordavailable therefor, (ii) provided such repairs can, in Landlord’s duty reasonable opinion, be completed within 180 calendar days after the occurrence of such damage, without the payment of overtime or other premiums. Notwithstanding the foregoing, in the event that as a condition to repair obtaining construction or permanent financing, and restore notwithstanding the Premises reasonable commercial efforts of Landlord to provide otherwise, the holder of any first priority Mortgage requires that such Mortgage (or its related documents governing such loan) govern the disposition of insurance proceeds in the event of an fire or insured casualty, Tenant shall not begin until receipt acknowledge in an SNDA (defined below) that such Mortgage (or its related documents governing such loan) shall control such disposition instead of this Lease. Until such repairs are completed, the Rent shall be abated in proportion to the part of the insurance proceedsLeased Premises which is unusable by Tenant in the conduct of its business; provided, (iii) however, if the damage is due to a material default by Tenant under this Lease or the gross negligence of Tenant or its employees, agents, or invitees, there shall be no abatement of Rent. If repairs cannot, in Landlord’s lender(sreasonable opinion, be made within said 180 calendar day period, Landlord shall notify Tenant within thirty (30) must permit calendar days of the insurance proceeds date of occurrence of such damage as to be used for such repair and restoration, (iv) whether or not Landlord shall have no obligation elected to repair and restore any personal property on make such repairs. If Landlord elects not to make such repairs which cannot be completed within 180 calendar days, then either party may, by written notice to the Premises belonging other, terminate this Lease effective as of the date of the occurrence of such damage; provided, however, Tenant shall not have the right to terminate this Lease if the damage is due to a material default by Tenant under this Lease or the gross negligence of Tenant or any of Tenant’s its employees, contractors, agents or invitees, (v) . If Landlord shall have no obligation has maintained the insurance required to restore the damage be maintained by Landlord under this Lease and insurance proceeds are insufficient or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a repair the damage, Landlord may, at its sole option, terminate this Lease by written notice to Tenant for any reason caused by Landlord during the Term of this Agreement for a period of given not more than thirty (30) consecutive daysdays after the occurrence of the damage. Except as provided in this Section 11, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant there shall xxxxx. The 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 rent shall be the exclusive remedy making of Tenant against Landlord any necessary repairs, or any alterations or improvements in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for or to any compensation or damage for loss of use portion of the whole Building or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repairLeased Premises, or restorationin or to fixtures, appurtenances, and equipment therein, in each event to the extent necessitated by such damage.

Damage or Destruction. If(a) If any or all Buildings, during or the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct Common Areas of the Property necessary for Tenant’s 's use and its invitees activities thereonoccupancy of any or all Buildings, shall be are damaged or destroyed by fire in whole or other casualtyin part under circumstances in which (i) repair and restoration is permitted under applicable governmental laws, regulations and building codes then in effect and (ii) repair and restoration reasonably can be completed within a period of one (1) year (or, in the case of an occurrence during the last two (2) years of the term of this Lease, within a period of sixty (60) days) following the date of the occurrence, then Landlord Landlord, as to the Common Areas of the Property and the Building Shell of the applicable Building(s), and Tenant, as to the Tenant Improvements constructed by Tenant, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be entitled required to retain all insurance proceeds payable by reason return the affected portions of the Property to a condition comparable to that existing immediately prior to the occurrence. In the event of damage or destruction the repair of which is not permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or destruction (despite being corrected to the extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant's ability to conduct its business in the applicable Building(s), then either party may terminate this Lease with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (iapplicable Building(s) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During date of the period in which occurrence by giving written notice to the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than other within thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring days after the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement date of the rent occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair Tenant's ability to conduct its business in the applicable Building(s), then this Lease shall continue in full force and effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant's Operating Cost Share of Operating Expenses, based upon the exclusive remedy of extent to which Tenant's ability to conduct its business in the applicable Building(s) is impaired, and Landlord and Tenant against Landlord respectively shall restore the Common Areas and Building Shell and the Tenant Improvements in the applicable Building(s) to a complete architectural whole and to a functional condition. In the event of a casualty involving damage or destruction which cannot reasonably be repaired within one (1) year (or, in the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss case of use an occurrence during the last two (2) years of the whole or any part term of this Lease, within a period of sixty (60) days) following the date of the Premises and/or for any inconvenience occurrence, then either Landlord or annoyance occasioned Tenant, at its election, may terminate this Lease with respect to the applicable Building(s) as of the date of the occurrence by any casualty giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, then this Lease shall continue in full force and any resulting damage, destruction, repair, or restorationeffect and Landlord and Tenant shall each repair and restore applicable portions of the Property in accordance with the first sentence of this Section 17.1(a).

Damage or Destruction. If, during 22.1 In the Term event of this Agreement, the entire Parking Facility or such portion thereof as shall render any casualty damage which affects the Premises unsuitable for or the continued conduct Building outside the boundaries of the TenantPremises, Landlord will, within sixty (60) days following the date of the damage, deliver to Tenant an estimate of the time necessary to repair the damage in question such that the Premises may be used by and accessible to Tenant and the Building and Common Areas operable as a first-class office building; such notice will be based upon the review and opinions of Landlord’s architect and its invitees activities thereoncontractor (“Landlord’s Repair Notice”). If the damage is covered under insurance pursuant to the provisions of the foregoing Paragraph 21 (or any other insurance Landlord may then be carrying), shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the restore such damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditionsprovided that: (i) the casualty must insurance proceeds, plus the amount of any deductible (the payment of which shall be insured under Landlord's insurance policiesTenant’s responsibility), and Landlord’s obligation is limited are sufficient to the extent pay all of the insurance proceeds received by Landlord, cost of restoration without the necessity of Landlord paying any additional cost of such repairs; and (ii) in the reasonable judgment of Landlord’s duty to repair and restore , the Premises shall not begin until receipt restoration can be completed within two hundred seventy (270) days after the date of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during casualty under the last year laws and regulations of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant state, federal, county and municipal authorities having jurisdiction. If such conditions apply so as to Section 2.2 or if Tenant has no more extension options require Landlord to restore such damage pursuant to this AgreementParagraph, this Lease shall continue in full force and (vi) effect, subject to Tenant’s rights as described below, unless otherwise agreed to in writing by Landlord and Tenant. Tenant shall rebuild or reconstruct the Parking Facility be entitled to a configuration substantially equivalent to that configuration proportionate reduction of Monthly Basic Rent at all times during which existed as Tenant’s use of the Commencement Date. During Premises is interrupted, such proportionate reduction to be based on the period extent to which the damage and restoration efforts actually interfere with Tenant’s access to or use of business in the Premises (which Landlord expressly acknowledges may be a circumstance in which the Parking is unavailable Premises are not damaged but the Building Systems are substantially damaged so as to render the Premises unusable or inaccessible to Tenant). Tenant’s right to a Tenant for any reason caused by Landlord during the Term reduction of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, rent hereunder shall be Tenant’s sole and exclusive remedy in connection with any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. IfExcept as otherwise provided in this Lease, during in the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render event the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are damaged or destroyed by fire or other casualtycasualty covered by Landlord's insurance, then such damage shall be repaired by and at the expense of Landlord and this Lease shall remain in full force and effect, except that Tenant shall be entitled to retain all insurance proceeds payable a proportionate reduction of rent while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall materially interfere with Tenant's business. In the event such repairs cannot, in the reasonable opinion of Landlord, be substantially completed within sixty (60) days after the occurrence of such damage (without the payment of overtime or other premiums), Landlord may, at its option, exercisable by reason giving written notice to Tenant within thirty (30) days after the occurrence of and with respect to the damage or destruction to the Premises such damage, make such repairs within a reasonable time and Landlord shall rebuild proceed to make such repairs with reasonable dispatch. In such event, this Lease shall continue in full force and effect and the rent payable by Tenant hereunder shall be determined as provided in the first paragraph of this Article. In the event Landlord does not elect to repair the damage, as provided above, either Landlord or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject Tenant, by written notice given to the following terms and conditions: other within ten (i10) additional days, may terminate this Lease effective as of the casualty must be insured under date of the occurrence of such damage. In the event Landlord terminates this Lease pursuant to this Article, all proceeds of Landlord's insurance policies, shall belong to and become the sole property of Landlord’s obligation is limited . In the event of damage to or destruction of all or any portion of the Premises or Building to the extent of five percent (5%) or more of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore then insurable replacement value of the Premises shall or the Building, as applicable, from any cause not begin until receipt of the insurance proceedscovered by insurance, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving declaration of any governmental authority that the Premises. Tenant hereby waives all claims against Landlord Premises or the Building are unsafe or unfit for any compensation occupancy and would require repairs exceeding five percent (5%) or damage for loss of use more of the whole then insurable replacement value or the Building, Landlord shall have the right to terminate this Lease by written notice to Tenant given within thirty (30) days after the date of such damage, destruction or declaration. Upon the giving of any such notice, this Lease shall terminate. In the event of damage to or destruction or all or any part portion of the Premises and/or for or the Building to an extent less than five percent (5%) of the then insurable replacement value of the Premises or the Building, as applicable, from any inconvenience cause not covered by insurance, or annoyance occasioned in the event Landlord does not elect to terminate this lease in accordance with this paragraph, the Lease shall remain in full force and effect except that rent shall be proportionally reduced as provided above and the Premises shall be repaired and rebuilt by Landlord at Landlord's cost with reasonable dispatch; provided, however, Tenant shall bear the cost of all fixtures, equipment, furnishings, draperies and other items that were not contemplated by Exhibit D hereto. Notwithstanding anything to the contrary contained herein, in the event the Premises or the Building shall be damaged by fire or other casualty due to the negligent or willful acts of Tenant, its agents, With respect to any casualty and any resulting damage, destruction, damage which Landlord is obligated to repair or elects to repair, Tenant waives the provisions of Arizona Revised Statutes Section 33-343 (which Section deals with Tenant's right to termination in the event of damage to or restorationdestruction of the Premises). Landlord shall not be required under any circumstances to make any repairs to or replacements of any paneling, decoration, office fixtures, railings, ceilings or floor coverings, partitions or any other property installed in the Premises by Tenant.

Damage or Destruction. If, during Section 7.1. (a) If the Term of this Agreement, the entire Parking Facility Property or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, then ordinary or extraordinary, foreseen or unforeseen, (i) Landlord shall, subject to Sections 7.2 and 7.3, pay over to Tenant, upon the terms set forth in Section 7.2, any moneys which may be recovered by Landlord from property insurance, (ii) this Lease shall be entitled to retain all insurance proceeds payable by reason of unaffected thereby and with respect to the shall continue in full force and effect, and (iii) Tenant shall, at Tenant's sole cost and expense, expeditiously and in a good and workmanlike manner, cause such damage or destruction to be remedied or repaired (the Premises and Landlord "Restoration") by restoring the Property to its condition immediately prior to such damage, or destruction. All Restoration Work shall rebuild or reconstruct be performed in accordance with the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term provisions of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysLease, including, without limitation, any such period during which Landlord is repairing the provisions of Sections 5.4 and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises5.5 hereof. Tenant hereby waives all claims against the provisions of any law or statute to the contrary and agrees that the provisions of this Article shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Property with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant's cost and expense and the cost thereof shall be payable on demand as Additional Rent, together with interest thereon at the Default Rate. In addition, if Landlord so completes the Restoration as provided hereunder, Landlord shall be entitled to a supervision fee in the amount equal to two and one-half percent (2 1/2 %) of the cost of the Restoration Work from Tenant to compensate Landlord for any compensation or damage for loss of use of administering the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationRestoration.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 18.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire or other casualtycasualty thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner diligently (subject to the following terms and conditions: (i) the casualty must be insured under reasonable delays for insurance adjustment or other matters beyond Landlord's insurance policiesreasonable control and subject to all other terms of this Article 18), and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises (excluding tenant improvements) and the Building to substantially the same condition they were in prior to such damage or destruction, except for (a) modifications required by Laws, (b) modifications required by the holder of any Mortgage, and (c) any modifications to the common areas of the Building deemed desirable by Landlord provided access to the Premises shall not begin until receipt be materially impaired. Further, and notwithstanding anything to the contrary set forth in this Article 18, Landlord may elect to terminate this Lease by delivering notice to Tenant if one or more of the insurance proceedsfollowing conditions is present: (i) in Landlord's reasonable judgment, repairs and restoration cannot be completed within one hundred eighty (iii180) Landlord’s lender(s) must permit days after the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on occurrence of the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the subject damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and specifications, and issuance of all approvals and permits required by governmental or quasi-governmental authorities having jurisdiction), when such repairs are made without the payment of overtime or other premiums; (ii) the cost to complete repair the subject damage exceeds twenty-five percent (25%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed; (iii) the holder of any restorationMortgage fails or refuses to make the insurance proceeds available for repair and restoration of the subject damage or destruction, or any underling lessor of the Building or the Land shall terminate its lease; (iv) the costs to repair the subject damage is not fully covered, except for deductible amounts, by insurance policies carried by Landlord; (v) the Premises and/or the Building is damaged or destroyed to any substantial extent during the last year twenty-four (24) months of the Term Lease Term; or (vi) any applicable Law does not permit repair or restoration of the subject damage. In the event Landlord's so elects to terminate this Lease, (1) this Lease shall terminate as of the date set forth in Landlord's notice delivered to Tenant, (2) Tenant shall pay the Base Rent, Tenant's Proportionate Share of Real Estate Taxes and any Option Period if Tenant has delivered notice that it is not renewing the Term other amounts due hereunder, apportioned up to such date of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementdamage, and (vi3) Landlord and Tenant shall rebuild thereafter be freed and discharged of all further obligations hereunder, except as provided in provisions of this Lease which by their terms survive the expiration or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as earlier termination of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationLease Term.

Damage or Destruction. If, during Notwithstanding anything to the Term contrary contained in Article 9 of this AgreementLease, OWNER shall not be required to repair or rebuild the entire Parking Facility demised premises and may terminate this Lease if fifty percent or such portion thereof as shall render the Premises unsuitable for the continued conduct more of the Tenant’s and its invitees activities thereon, shall be building of which the demised premises is a part are damaged or destroyed by any fire or other casualtycasualty (whether or not the demised premises were damaged thereby), then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the or if such damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) occurs during the last year of the Term term of this Lease, upon thirty days prior notice given within ninety days after such fire or other casualty, or, if later, within thirty days after the date on which the adjustment of the claims relating thereto. The date specified by OWNER for termination shall be not later than sixty days after the giving of OWNER’s notice of termination. The exercise of OWNER’s rights as provided herein shall not create in TENANT any Option Period right or obligation to repair or rebuild the demised premises. Further, nothing contained in Article 9 shall be deemed to require OWNER, as a part of its restoration obligations thereunder, to restore or rebuild any portion of the building except such structural portions of the demised premises and a roof therefor, together with electrical, water and sewer main service to a single point of connection at the demised premises or at a point on the floor on which the demised premises is located, and TENANT shall be responsible, at its sole cost and expense, to make all other leasehold improvements as may be necessary to complete the demised premises and recommence TENANT’s business operations. Anything contained in this Lease to the contrary notwithstanding, if Tenant has delivered notice that it the demised premises shall be so damaged that: (i) Owner’s architect estimates the same cannot be repaired to the condition required within nine (9) months following the date of casualty (Owner shall promptly advise TENANT in writing of such determination) or if Owner shall have elected to repair and Owner’s repair work is not renewing completed within one (1) year following the Term date of casualty then, in either of such events, Tenant may, within ten (10) days after receiving notice of (i) or the occurrence of (ii), terminate this Lease by giving Owner a notice in writing of such decision, and thereupon the term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLease shall expire by lapse of time upon the thirtieth (30th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Owner. If any material casualty occurs during the last twelve (vi12) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as months of the Commencement Date. During term, OWNER and TENANT may each elect to terminate this Lease by notice given to the period other party within sixty (60) days of such casualty, in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of event this Agreement for a period of more than Lease shall terminate thirty (30) consecutive days, including, without limitation, any days after the giving of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationnotice.

Damage or Destruction. If, during the Term If a "material" part (as hereinafter defined) of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be any Shopping Center is damaged or destroyed by fire or other casualty, then Landlord the Sellers shall be entitled to retain all insurance proceeds payable by reason notify the Purchaser of and with respect such fact. Notwithstanding anything set forth in this Agreement to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: contrary, if (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited Purchaser does not elect to terminate this Agreement as to the extent of the insurance proceeds received by Landlorddamaged Shopping Center as provided in Section 14.1, (ii) Landlord’s duty the Purchaser elects to terminate this Agreement as to the damaged Shopping Center but such election is ineffective because the Seller which owns the damaged Shopping Center elects to repair or restore such damage and restore completes such repair or restoration within the Premises shall not begin until receipt of the insurance proceeds30-day period provided in Section 14.4.1, or (iii) Landlord’s lender(sthere is damage to or destruction of an "immaterial" part ("immaterial" is herein deemed to be any damage or destruction which is not "material", as such term is hereinafter defined) must permit of the Shopping Center, the Purchaser shall close title as provided in this Agreement and, at the Closing, the Seller which owns the damaged Shopping Center shall, unless such Seller has repaired or restored such damage or destruction in a manner consistent with the structural condition of the Shopping Center as currently constructed prior to the Closing, (x) pay over to the Purchaser the proceeds of any insurance collected by such Seller less the amount of all costs incurred by such Seller in connection with the repair or restoration of such damage or destruction, (y) assign and transfer to the Purchaser all right, title and interest of such Seller in and to any uncollected insurance proceeds which such Seller may be entitled to be used for receive from such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any rent insurance), and (z) the Purchase Price for the Shopping Center that is the subject of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent casualty shall be reduced by an amount equal to the exclusive remedy sum of Tenant against Landlord in (1) the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereonBuilding is damaged by fire, vandalism, malicious mischief or any other occurrence, unless this Lease shall be damaged or destroyed by fire or other casualtyterminated as hereinafter provided, then Landlord shall diligently proceed to repair or restore the basic Building Shell and all improvements required to be entitled to retain all insurance proceeds payable or actually insured by reason of and with respect Landlord to the damage condition in which they existed immediately prior to such destruction or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesdamage, and Landlord’s obligation is limited to the extent of the available insurance proceeds received plus deductibles (or, if Landlord fails to maintain insurance then to the extent that insurance plus deductibles would have been available had Landlord maintained the required insurance), and subject to delays which may arise by reason of adjustment of loss under insurance policies and delays beyond the reasonable control of Landlord. Tenant shall fully and completely repair or replace any damage to improvements installed by Tenant and any damage to trade fixtures, (ii) Landlord’s duty to repair and restore furniture or equipment. If the Premises are rendered entirely or partially untenantable, the Base Rent shall be reduced by the percentage equal to the percentage of the area of the Premises which is rendered unusable until the Landlord's repairs are completed unless the damage resulted from the actions or omissions of Tenant, Tenant's employees or agents, in which case there shall be no such abatement. If the damage to the Premises or the Building is so extensive that Landlord reasonably estimates that it cannot be repaired within 270 days of the date of damage, Landlord shall so notify Tenant and either party may terminate this Lease within fifteen (15) days after the giving of such notice (provided that if the damage is due to the activities of Tenant, Tenant shall not begin until receipt be entitled to terminate unless the damage cannot be repaired within 360 days of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year date of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Datedamage). During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in In the event of a casualty involving such termination Base Rent and other charges shall be adjusted to the date of such damage and Tenant shall thereupon promptly vacate the Premises. Tenant hereby waives all claims against Landlord , the Lease shall terminate and neither party shall have any liability to the other under this Lease for any compensation or damage for loss of use of obligations arising after the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationtermination.

Damage or Destruction. If, during Within sixty (60) days after the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct date Landlord learns of the Tenant’s and its invitees activities thereonnecessity for repairs as a result of damage, Landlord shall notify Tenant ("DAMAGE REPAIR ESTIMATE") of Landlord's estimated assessment of the period of time in which the repairs will be completed. If the Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided the Damage Repair Estimate indicates that repairs can be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as so assigned by Tenant, such excess costs shall rebuild be paid by Tenant to Landlord prior to Landlord's repair of such damage. If, however, the Damage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty must be insured under or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord's insurance policies. However, if Landlord does not elect to terminate this Lease pursuant to Landlord's termination right as provided above, and Landlord’s obligation is limited to the extent of the insurance proceeds received by LandlordDamage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (180) days after being commenced, (ii) Landlord’s duty to repair and restore the Premises shall Tenant may elect, not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more later than thirty (30) consecutive daysdays after Tenant's receipt of the Damage Repair Estimate, includingto terminate this Lease by written notice to Landlord effective as of the date specified in Tenant's notice. Finally, without limitationif the Premises or the Project is damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 16 to the contrary, Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. In the event that the Premises or the Project is destroyed or damaged to any substantial extent during the last twelve (12) months of the Term and if the Damage Repair Estimate indicates that such period during damage shall take longer than sixty (60) days to repair and if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant's employees, licensees, invitees or agents, then notwithstanding anything in this Article 16 to the contrary, Tenant shall have the option to terminate this Lease by written notice to Landlord of the exercise of such option within sixty (60) days after Tenant learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Tenant acknowledges that Tenant shall have no right to any proceeds of insurance carried by Landlord relating to property damage. With respect to any damage which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCalifornia Civil Code.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction. In the event that, in Landlord’s reasonable judgment, such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance Table of Contents company involved, removal of debris, preparation of plans and issuance of all required governmental permits), Landlord shall either (a) terminate this Lease by giving written notice of termination within forty-five (45) days after the continued conduct occurrence of such damage or destruction or (b) deliver written notice to the Tenant of the Landlord’s determination that the repair or restoration cannot be completed within 180 days following the occurrence of such damage or destruction. In the event that the Landlord should deliver the notice to the Tenant referenced in subsection (b) above, Tenant shall have a period of fifteen (15) days from its receipt of such notice to elect to terminate this Lease by giving written notice of such election to the Landlord; provided however, that Tenant shall not be permitted to exercise its termination right if the damage or destruction was caused by the gross negligence or willful misconduct of the Tenant or any of the Tenant’s Agents. If this Lease is terminated pursuant to the terms, conditions and its invitees activities thereonprovisions of this Section 17.1, then Base Rent and Tenant’s Proportionate Share of Operating Charges and Real Estate Taxes shall be damaged apportioned (based on the portion of the Premises which is usable or destroyed by fire used after such damage or other casualty, then destruction) and paid to the earlier of the date of termination or the date Tenant completely vacates and abandons the Premises on account of such damage and Landlord shall be entitled to retain all any insurance proceeds payable received by reason Tenant that are attributable to Tenant’s Work and other improvements insured or required to be insured by Tenant that would remain in the Premises at the end of the Lease Term. If this Lease is not terminated as a result of such damage or destruction, then until such repair and with respect restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the gross negligence or willful misconduct of Tenant or any of Tenant’s Agent, then Tenant shall not be entitled to any such rent reduction and (y) if Tenant fails to immediately pay over to Landlord insurance proceeds to which the Landlord is entitled in accordance with the terms, conditions, and provisions of this Lease when received from Tenant’s insurance carrier, any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds, Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: Building; provided, however, that (i) if such damage or destruction was caused by the casualty must be insured under Landlord's insurance policiesgross negligence or willful misconduct of Tenant or any of Tenant’s Agents, and then Tenant shall pay Landlord’s obligation is limited deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction (or, if Landlord fails to maintain the insurance required by Section 13.3, that Landlord would have received to the extent Landlord maintained such insurance required by Section 13.3), (ii) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received by Landlordwith respect thereto, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) LandlordLandlord shall not be required to repair or restore any tenant improvements installed in the Premises, any Alterations or any other contents of the Premises (including Tenant’s lender(strade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding the terms, conditions or provisions of this Lease to the contrary, Landlord shall have the right to terminate this Lease if (1) must permit insurance proceeds plus deductibles are insufficient to pay the full cost of such repair and restoration (so long as Landlord maintains the insurance required by Section 13.3), (2) the holder of any Mortgage fails or refuses to make such insurance proceeds to be used available for such repair and restoration, (iv3) Landlord shall have no obligation to zoning or other applicable Laws or regulations do not permit such repair and restore any personal property on the Premises belonging to Tenant restoration, or any of Tenant’s employees, contractors, agents or invitees, (v4) Landlord shall have no obligation to restore the damage or destruction to the Building exceeds thirty-five percent (or to complete any restoration35%) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as replacement value of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationBuilding.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord’s sole opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord shall rebuild or reconstruct exceeds the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent amount of the insurance proceeds received by LandlordLandlord from Tenant’s insurance carrier, (ii) as so assigned by Tenant, such excess costs shall be paid by Tenant to Landlord prior to Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceedssuch damage. If repairs cannot, (iii) in Landlord’s lender(sopinion, be completed within two hundred seventy (270) must permit days after the insurance proceeds necessity for repairs as a result of such damage becomes known to be used for Landlord without the payment of overtime or other premiums, Landlord may, at its option, either (i) make such repair repairs in a reasonable time and restoration, (iv) Landlord in such event this Lease shall have no obligation to repair continue in effect and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord abated, if at all, in the event manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a casualty involving result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. Tenant hereby waives all claims against In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord’s insurance policies. Finally, if the Premises or the Project is damaged to any compensation or damage for loss of use substantial extent during the last twelve (12) months of the whole or any part Term (as the same may be extended pursuant to the terms of Article 31, below), then notwithstanding anything contained in this Article 16 to the contrary, Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises and/or for or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any inconvenience kind on Tenant’s furniture, furnishings, trade fixtures or annoyance occasioned equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Tenant acknowledges that Tenant shall have no right to any proceeds of insurance carried by Landlord relating to property damage. With respect to any casualty and any resulting damage, destruction, damage which Landlord is obligated to repair or elects to repair, or restorationTenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases its rights under the provisions of Sections 1932 and 1933 of the California Civil Code.

Damage or Destruction. If, during In the Term of this Agreement, event the entire Parking Facility Premises or such any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be partially or wholly destroyed or damaged or destroyed by fire or other casualtycasualty to the extent of less than fifty percent (50%) of the total value of the Premises as a whole, then Landlord shall promptly restore or replace the Premises to the condition existing prior to such damage or destruction; provided such damage and/or destruction is covered in whole by insurance then in effect (or, if not so covered, provided that Tenant provides satisfactory evidence to Landlord of its ability to pay the difference between the available insurance proceeds and the cost of restoration and/or replacement of the Premises), and this Lease shall continue in full force and effect without abatement of rent. Such restoration shall be commenced promptly and pursued by Landlord with reasonable diligence to completion. All insurance proceeds received by Landlord or Tenant on account of such damage or destruction shall be applied to payment of said restoration to the extent that such proceeds will pay the same, with any deficiency to be paid by Tenant and with any excess insurance proceeds to be paid to Tenant. To the extent that Landlord's mortgagee requires some or all of the insurance proceeds to be applied to Landlord's mortgage indebtedness, then in such event, Landlord shall have the option to either (i) contribute said amount of the cost of restoration of the Premises, or (ii) terminate this Lease, without liability to Tenant for such termination. Landlord shall elect one of the options specified in the previous sentence within thirty (30) days after payment of some or all of the insurance proceeds to Landlord's mortgagee. Notwithstanding the foregoing, to the extent the unavailability or shortfall of insurance proceeds results from Landlord's failure to maintain the insurance it is required to maintain hereunder, Landlord shall contribute money in an amount equal to the proceeds which would have been available. In the event the Premises or any portion thereof shall be partially or wholly destroyed or damaged by fire or other casualty to the extent of fifty percent (50%) or more of the total value of the Premises as a whole, then Landlord shall have the sole and exclusive option to either rebuild or replace the Premises or not rebuild or replace the Premises. If Landlord elects to rebuild or replace the Premises, and if all required work is not covered by insurance then in effect, Landlord may require that Tenant provide satisfactory evidence to Landlord of its ability to pay the difference between the available insurance proceeds and the cost of restoration and/or replacement of the Premises, and this lease shall continue in full force and effect without abatement of rent. Such restoration shall be commenced promptly and pursued by Landlord with reasonable diligence to completion. All insurance proceeds received by Landlord or Tenant on account of such damage or destruction shall be applied to payment of rebuilding or restoration to the extent that such proceeds will pay the same, with any deficiency to be paid by Tenant and with any excess insurance proceeds to be paid to Tenant. To the extent Landlord's mortgagee requires some or all of the insurance proceeds to be applied to Landlord's mortgage indebtedness, then in such event, Landlord shall have the option to either (i) contribute said amount to the cost of the restoration of the Premises, or (ii) terminate this Lease, without liability to Tenant for such termination. Landlord shall elect one of the options specified in the previous sentence within thirty (30) days after payment of some or all of the insurance proceeds to Landlord's mortgagee. Landlord shall have the sole and exclusive right of determining the manner in which any insurance proceeds on the Premises shall be applied as a result of any fire or other casualty. If Landlord elects not to rebuild, Landlord shall be entitled to retain all insurance proceeds payable by reason of and in connection with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during In the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render event the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises, then Landlord the damage shall be entitled to retain all insurance proceeds payable repaired by reason and at the expense of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the such insurance proceeds received available therefor, provided such repairs can, in landlord's reasonable opinion, be made within two hundred seventy (270) days after the occurrence of such damage without the payment of overtime or other premiums. Until such repairs are completed, the rent shall continue to be paid by Landlord, (ii) Landlord’s duty Xxxxxx's rental insurance and shall otherwise be abated to repair and restore the extent the Premises shall not begin until receipt of the insurance proceedsare rendered untenantable. If repairs cannot, in Landlord's reasonable opinion be made within two hundred seventy (iii270) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restorationdays, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to notify Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than within thirty (30) consecutive daysdays the occurrence of such damage of its determination, includingin which event, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord or in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use such repairs are commenced but are not substantially completed within two hundred seventy (270) days of the whole date of such occurrence, either party may, by written notice to the other, cancel this Lease as of the date of the occurrence of such damage. Except as provided in this Section, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Xxxxxx's business or property arising from any part such fire or other casualty or from the making or not making of any repairs, alterations or improvements in or to any portion of the Premises and/or for or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any inconvenience kind on Tenant's furniture or annoyance occasioned furnishings or on any fixtures or equipment removable by Tenant under the provisions of this Lease and that Landlord shall not be obliged to repair any casualty and damage thereto or replace the same. Landlord shall not be required to repair any resulting damage, destruction, repairinjury or damage caused by fire or other cause, or restorationto make any repairs or replacements to or of improvements installed in the Premises by or for Tenant.

Damage or Destruction. If, during Section 7.1. (a) If the Term of this Agreement, the entire Parking Facility Property or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, then ordinary or extraordinary, foreseen or unforeseen, (i) Landlord shall, subject to Sections 7.2 and 7.3, pay over to Tenant, upon the terms set forth in Section 7.2, any moneys which may be recovered by Landlord from property insurance, (ii) this Lease shall be entitled to retain all insurance proceeds payable by reason of unaffected thereby and with respect to the shall continue in full force and effect, and (iii) Tenant shall, at Tenant’s sole cost and expense, expeditiously and in a good and workmanlike manner, cause such damage or destruction to be remedied or repaired (the Premises and Landlord “Restoration”) by restoring the Property to its condition immediately prior to such damage, or destruction. All Restoration Work shall rebuild or reconstruct be performed in accordance with the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term provisions of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysLease, including, without limitation, any such period during which Landlord is repairing the provisions of Sections 5.4 and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises5.5 hereof. Tenant hereby waives all claims against the provisions of any law or statute to the contrary and agrees that the provisions of this Article shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Property with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant’s cost and expense and the cost thereof shall be payable on demand as Additional Rent, together with interest thereon at the Default Rate. In addition, if Landlord so completes the Restoration as provided hereunder, Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of the Restoration Work from Tenant to compensate Landlord for any compensation or damage for loss of use of administering the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationRestoration.

Damage or Destruction. If, during Effective as of the Term date of this AgreementSecond Amendment, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct Article 16 of the Tenant’s and its invitees activities thereon, Original Lease shall be deleted and the following shall be substituted: Within sixty (60) days after the date Landlord learns of the necessity for repairs as a result of damage, Landlord shall notify Tenant (“Damage Repair Estimate”) of Landlord’s estimated assessment of the period of time in which the repairs will be completed. If the Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the damage shall be repaired by Landlord to the extent such insurance proceeds are available therefor and provided the Damage Repair Estimate indicates that repairs can be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, (a) if the portion of the Premises which is usable by Tenant in the conduct of its business is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then Landlord rent for the entire Premises shall be entitled abated until such repairs are completed, and (b) notwithstanding anything to retain the contrary contained herein, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord shall rebuild or reconstruct exceeds the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent amount of the insurance proceeds received by Landlord from Tenant’s insurance carrier, as so assigned by Tenant, such excess costs shall be paid by Tenant to Landlord prior to Landlord’s repair of such damage. If, however, the Damage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord’s duty insurance policies. However, if Landlord does not elect to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) terminate this Lease pursuant to Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementtermination right as provided above, and the Damage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (vi180) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a days after being commenced, Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more may elect, not later than thirty (30) consecutive daysdays after Tenant’s receipt of the Damage Repair Estimate, includingto terminate this Lease by written notice to Landlord effective as of the date specified in Tenant’s notice. Finally, without limitationif the Premises or the Project is damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 16 to the contrary, Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage; provided, however, that Landlord shall not have such option if Tenant, at the time of such damage, has an express option to extend the Term, and Tenant exercises such option by written notice to Landlord in accordance with the terms and conditions of Article 31 hereof (as amended by Section 9 of the Second Amendment), within twenty (20) days following Tenant’s receipt of Landlord’s notice of termination. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business or property arising from such period during damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Except for proceeds relating to Tenant’s furniture, furnishings, trade fixtures and equipment, Tenant acknowledges that Tenant shall have no right to any proceeds of insurance carried by Landlord relating to property damage. With respect to any damage which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be California Civil Code. If the exclusive remedy Lease is terminated pursuant to the provisions of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use this Article 16, effective as of the whole or date of termination, neither party shall have any part of further obligation to the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationother.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 4.9.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonare damaged by fire, shall be damaged or destroyed by fire earthquake or other casualty, then Tenant shall give immediate written notice (the "Casualty Notice") thereof to Landlord. Within sixty (60) days after Landlord's receipt of such Casualty Notice, Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to make a determination, in its sole judgment, whether the damage or destruction to can be repaired in accordance with the Premises then-existing Governmental Requirements within one hundred eighty (180) Business Days after Landlord's receipt of the Casualty Notice, and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under so notify Tenant of such determination. If Landlord's insurance policies, and Landlord’s obligation determination is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore that the Premises shall cannot begin until receipt of the insurance proceedsbe restored in such time period, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restorationthen either party, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more thirty (30) calendar days thereafter shall have the right to terminate this Lease by notice to the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) consecutive daysdays after the date of such notice. Landlord also shall have the right to terminate this Lease by notice to Tenant if, includingin Landlord's estimation, without limitationthere are or will be insufficient insurance proceeds available to repair such damage. If this Lease is not terminated as aforesaid, any then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall continue. If Landlord restores the Premises under this paragraph, then Landlord shall use commercially reasonable efforts to proceed toward completion of the restoration and (1) the Lease Term shall be extended for the time required to complete such period during which Landlord is repairing and restoring the Parking Facilityrestoration, the rental payable by (2) Tenant shall xxxxxpay to Landlord, upon demand, Tenant's Pro Rata Share of any applicable deductible amount specified under Landlord's insurance and (3) notwithstanding anything to the contrary contained herein, Landlord shall not be required to repair or restore Tenant Alterations (including Telecommunication Facilities), or any or all furniture, fixtures, equipment, inventory, improvements or other property which was in or about the Premises at the time of the damage and was not owned by Landlord. The In the case of damage to the Premises not caused by the willful misconduct, negligence or other tortuous acts of the Tenant which is of a nature or extent that (a) such damage materially interferes with Tenant's use of a portion (but not all) of the Premises (such portion being referred to herein as the "Materially Affected Premises"), Base Rent and Additional Rent otherwise payable hereunder shall be abated by the percentage that the rentable area of the Materially Affected Premises bears to the total rentable area of the Premises, for the period beginning on the date of the Casualty Notice and ending on the earlier of (i) the date that Landlord has substantially completed its repairs to the Materially Affected Premises and (ii) the date that Tenant uses any portion of the Materially Affected Premises for the conduct of its business, and (b) it is impracticable for the Tenant to carry on any of its business in the Premises, all Base Rent and Additional Rent otherwise payable hereunder shall be abated for the period beginning on the date of the Casualty Notice and ending on the earlier of (i) the date that Landlord has substantially completed its repairs to the Premises and (ii) the date that Tenant uses any portion of the Premises for the conduct of its business. Except for the abatement of rent if and to the rent shall be extent provided herein, Tenant agrees to look to the exclusive remedy provider of Tenant against Landlord in Tenant's insurance for coverage for the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of Tenant's use of the whole Premises and any other related losses or damages incurred by Tenant during any part reconstruction period. The validity and effect of this Lease shall not be impaired in any way by the failure of Landlord to complete repairs and restoration of the Premises and/or for any inconvenience or annoyance occasioned by any casualty the Building within one hundred eighty (180) Business Days after Landlord's receipt of the Casualty Notice, even if Landlord had in good faith notified Tenant that repair and any resulting damagerestoration could be completed within such period, destruction, repair, or provided that Landlord proceeds diligently with such repair and restoration.

Damage or Destruction. IfIn the event the Premises or any Portion thereof shall be partially or wholly destroyed or damaged by fire or other casualty to the extent of less than fifty percent (50%) of the total value of the Premises as a whole, during then Landlord shall promptly restore or replace the Term Premises to the condition existing prior to such damage or destruction; provided such damage and/or destruction is covered in whole by insurance then in effect (or, if not so covered, provided that Tenant provides satisfactory evidence to Landlord of its ability to pay the difference between the available insurance proceeds and the cost of restoration and/or replacement of the Premises), and this AgreementLease shall continue in full force and effect. Tenant may xxxxx rent to the extent that the premises are not useable. Such restoration shall be commenced Promptly and pursued by Landlord with reasonable diligence to completion. All insurance proceeds received by Landlord or Tenant on account of such damage or destruction shall be applied to payment of said restoration to the extent that such proceeds will pay the same, with any deficiency to be paid by Tenant and with any excess insurance proceeds to be paid to Tenant. To the entire Parking Facility extent that Landlord’s mortgagee requires some or all of the insurance proceeds to be applied to Landlord’s mortgage indebtedness, then in such event, Landlord shall have the Option to either (i) contribute said amount of the cost of restoration of the Premises, or (ii) terminate this Lease, without liability to Tenant for such termination. Landlord shall elect one of the options specified in the previous sentence within thirty (30) days after payment of some or all of the insurance proceeds to Landlord’s mortgagee. Notwithstanding the foregoing, to the extent the unavailability or shortfall of insurance proceeds results from Landlord’s failure to maintain the insurance it is required to maintain hereunder, Landlord shall contribute money in an amount equal to the proceeds which would have been available. In the event the Premises or any portion thereof as shall render be destroyed or damaged by fire or other casualty to the extent of fifty percent (50%) or more of the total value of the Premises, then Landlord shall have the option, with Tenant’s consent, which may not be unreasonably withheld, to either rebuild or replace the Premises unsuitable for or not rebuild or replace the continued conduct of Premises. If Landlord with the Tenant’s consent, which may be unreasonably withheld elects to rebuild or replace the Premises then this Lease shall remain in full force and its invitees activities thereoneffect, and Landlord shall commence said rebuilding or replacement immediately following the exercise of such option and shall proceed with the same with reasonable diligence to completion. Rent shall be equitably reduced until restoration of the Premises is completed. If Landlord, with Tenant’s consent, which may not be unreasonably withheld, elects not to rebuild or replace the premises, then this Lease shall terminate upon the exercise of such option by Landlord. Landlord shall notify Tenant in writing of the election to rebuild or replace or not to rebuild or replace the Premises and obtain Tenant’s consent, which may not be unreasonably withheld, to same within sixty (60) days following the event causing the damage to or destruction of the Premises. Landlord shall have the sole and exclusive right of determining the manner in which any insurance proceeds shall be applied as a result of any fire or other casualty. Notwithstanding to the contrary contained herein, if the Premises leased by the Tenant are more than fifty percent (50%) destroyed the Tenant shall have the option to either xxxxx their rent until the Premises are restored or cancel this lease. If the Premises are partially or wholly destroyed or damaged or destroyed by fire or other casualty, then an architect selected by the Landlord and licensed in the State of Wisconsin shall be entitled to retain all insurance proceeds payable by reason determine the extent of and with respect to the damage or destruction to the Premises and will provide Landlord shall rebuild or reconstruct the Parking Facility in with a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent written determination of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt condition of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If(a) If the Initial Building, during or the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct Common Areas of the Property necessary for Tenant’s use and its invitees activities thereonoccupancy of the Initial Building, shall be are damaged or destroyed by fire in whole or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: part under circumstances in which (i) the casualty must be insured repair and restoration is permitted under Landlord's insurance policiesapplicable governmental laws, regulations and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, building codes then in effect and (ii) Landlord’s duty to repair and restore restoration reasonably can be completed within a period of one (1) year following the Premises shall not begin until receipt date of the insurance proceedsoccurrence, (iii) then Landlord’s lender(s) must permit , as to the insurance proceeds Common Areas of the Property and the Building Shell, and Tenant, as to be used for the Interior Improvements, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restorationrestoration as may be required to return the affected portions of the Property to the condition existing immediately prior to the occurrence. In connection with any such reconstruction of the Interior Improvements, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, use its best efforts (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which necessary negotiation or intercession with Landlord’s Lender, if any) to promptly make any proceeds of Landlord’s property insurance with respect to the Interior Improvements (up to a maximum amount equal to the amounts originally contributed by Landlord is repairing and restoring toward the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement construction of the rent shall be Interior Improvements) available to Tenant for such reconstruction, subject only to such payment controls as Landlord and its Lender and insurer, or any of them, may reasonably require in order to ensure the exclusive remedy proper application of Tenant against Landlord in such proceeds toward the reconstruction of the Interior Improvements pursuant to this Section 17.1. In the event of a casualty involving damage or destruction the Premises. Tenant hereby waives all claims against Landlord for any compensation repair of which is not permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or damage for loss of use destruction (despite being corrected to the extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant’s ability to conduct its business in the Initial Building, then either party may terminate this Lease as of the whole or any part date of the Premises and/or for any inconvenience or annoyance occasioned occurrence by any casualty and any resulting damage, destruction, repairgiving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, or restorationif such damage or destruction does not materially impair Tenant’s ability to conduct its business in the Initial Building, then this Lease shall continue in full force and effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant’s Operating Cost Share of Operating Expenses, based upon the extent to which Tenant’s ability to conduct its business in the Initial Building is impaired, and Landlord and Tenant respectively shall restore the Building Shell and the Interior Improvements to a complete architectural whole and to a functional condition. In the event of damage or destruction which cannot reasonably be repaired within one (1) year following the date of the occurrence, then either Landlord or Tenant, at this election, may terminate this Lease as of the date of the occurrence by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, then this Lease shall continue in full force and effect and Landlord and Tenant shall each repair and restore applicable portions of the Property in accordance with the first sentence of this Section 17.1.

Damage or Destruction. If, during (a) In the Term of this Agreement, event the entire Parking Facility Building and/or the Building Standard Work or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be any insured alterations are damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable perils covered by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's extended coverage insurance policies, and Landlord’s obligation is limited to the extent an extend not exceeding twenty-five (25%) percent of the insurance proceeds received by Landlordfull insurable value thereof and if damage thereto is such that the Building and/or the Building Standard Work and any insured alterations may be repaired, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant reconstructed or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for restored within a period of more ninety (90) days from the date of happening of such casualty and Landlord receives insurance proceeds sufficient to cover the cost of such repairs, Landlord shall commence and proceed diligently with the work of repair, reconstruction and restoration and the Lease shall continue in full force and effect. If such work of repair, reconstruction and restoration in such as to require longer than ninety (90) days or exceeds (25%) percent of the full insurable value thereof, of if said insurance proceeds will not sufficient to cover the cost of such repairs, Landlord either may elect to so repair, reconstruct or restore the Building and/or the Building Standard Work and any insured alterations and the Lease shall continue in full force or Landlord either may elect not to repair, reconstruct or restore the Building and/or the Building Standard Work and any insured alterations and the Lease shall in such event terminate. Under any of the conditions of this Subparagraph 21(a), Landlord shall give written notice to Tenant of its intention within thirty (30) consecutive days from the date of such event of damage or destruction which notice shall include Landlord's reasonable estimates of the period required to effect such repair. If such period is in excess of one hundred eighty (180) days, includingprovided Tenant is not in default hereunder. Tenant, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement within three (3) days of the rent date of such notice, shall have the right to terminate this Lease by written notice of such election delivered to Landlord within said three (3) day period. Failure of Tenant to so notify Landlord within said three (3) day period shall constitute Tenant's irrevocable election not to terminate this Lease. In the event Landlord elects not to restore said Building and/or the Building Standard Work and any insured alterations, this Lease shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use deemed to have terminated as of the whole or any part date of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, such partial destruction, repair, or restoration.

Damage or Destruction. If, during In the Term event of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord Building or any part thereof, the Master Lease shall rebuild either continue or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject terminate pursuant to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent Section 17 of the insurance proceeds received by LandlordMaster Lease. If the Master Lease terminates, (ii) Landlord’s duty to repair and restore the Premises this Sublease shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord also terminate. Sublandlord shall have no obligation responsibility whatsoever for the repair or restoration of the Subleased Premises, it being acknowledged by Subtenant that any repairs must be performed, if at all, by Master Landlord. Upon the occurrence of any damage to the Subleased Premises, if this Sublease is not terminated, Subtenant shall, at its sole cost and expense, repair and restore any personal property on the Premises belonging injury or damage to Tenant or any of Tenant’s employees, contractors, agents or invitees, Property (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year as defined in Section 14 of the Term Master Lease) and shall return such Tenant’s Property to substantially the same condition as existed immediately prior to the casualty. Master Landlord or of any Option Period if Tenant has delivered notice that it is Sublandlord shall not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or liable for any inconvenience or annoyance occasioned by to Subtenant or any casualty of its members, principals, beneficiaries, partners, officers, directors, employees and agents (collectively, “Subtenant Parties”) or any resulting damageof Subtenant’s contractors, destructionvisitors, repairpatrons, guests, invitees, licensees or subtenants, or restorationinjury to Subtenant’s business resulting in any way from such damage or the repair thereof. There shall be no reduction or abatement of Rent for any period during which Subtenant is unable to use the Subleased Premises, in whole or in part, due to the repairs or restoration required under this paragraph or the provisions of the Master Lease, unless Sublandlord actually receives a reduction or abatement in rent under the terms of the Master Lease. In any event, Subtenant shall not be entitled to any insurance proceeds or other remuneration except for insurance proceeds from insurance policies it purchased for its own personal property.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 15.01 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is damaged or destroyed by fire or other casualty, then Tenant will immediately give written notice to Landlord shall of the casualty. Landlord will have the right to terminate this Lease following a casualty if any of the following occur: (a) insurance proceeds actually paid to Landlord and available for use are not sufficient to pay the full cost to fully repair the damage; (b) Landlord determines that the Premises or the Building cannot be fully repaired within one hundred eighty (180) days from the date restoration commences; (c) the Premises are damaged or destroyed within the last six (6) months of the Term; (d) Tenant is in default of this Lease at the time of the casualty; (e) Landlord would be required under this Lease to xxxxx or reduce Tenant’s rent for a period in excess of 6 months if the repairs were undertaken; or (f) the Property, or the Building in which the Premises is located, is damaged such that the cost of repair of the same would exceed 10% of the replacement cost of the same. If Landlord elects to terminate this Lease, Landlord will be entitled to retain all applicable Tenant insurance proceeds and Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable by reason of to Tenant under Tenant’s insurance, excepting those attributable to Tenant’s furniture, fixtures, equipment, and with respect any other personal property. 15.02 If this Lease is not terminated pursuant to the damage or destruction to Section 15.01, Landlord will repair the Premises and this Lease shall continue. The repair obligation of Landlord shall rebuild be limited to repair of the Premises excluding any Tenant Improvements, Tenant Alterations, and any personal property and trade fixtures of Tenant. During the period of repair, rent will be abated or reconstruct the Parking Facility reduced in a commercially reasonable and efficient manner subject proportion to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlorddegree to which Tenant’s obligation is limited to the extent use of the insurance proceeds received Premises is impaired, as determined by Landlord, (ii) Landlord’s duty not to repair and restore exceed the Premises shall not begin until receipt total amount of the rent loss insurance proceeds, (iii) Landlorddirectly attributable to Tenant’s lender(s) must permit the insurance proceeds to Premises, Landlord has received. However, rent will not be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to abated if Tenant or any of Tenant’s employees, contractors, its agents or invitees, (v) Landlord shall have no obligation to restore is the damage or destruction (or to complete any restoration) during the last year cause of the Term or casualty. Casimir-Quince, LLC, Lease Agreement Page 19 of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration36 16.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of If the whole or any part of the Premises and/or for any inconvenience be damaged or annoyance occasioned destroyed by any casualty cause whatsoever, whether insured or uninsured, at any time during the Term of this Lease, Tenant will, irrespective of insurance proceeds, promptly commence to replace or repair the portion of the Premises that is damaged or destroyed, and complete such repair and/or restoration with due diligence and at its sole cost and expense, with such changes, alterations or modifications as are reasonably determined by Tenant so long as such changes, alterations or modifications do not diminish the overall utility for the Permitted Uses. The parties recognize that such damage or destruction may require emergency replacement or repair. Tenant will be entitled to all insurance proceeds in order to effect such replacement, modifications or alterations. However, if (i) Tenant reasonably determines that replacement and repair of the Premises is not in furtherance of the Permitted Uses or that the continued operation of the Premises after such replacement and repair in substantially the same manner as conducted prior to the damage or destruction will not be economic and feasible, and (ii) the damage to or destruction of the Premises was covered by such property insurance as may be required pursuant to Article 7 hereof or by insurance otherwise carried by Tenant, and (iii) upon the Town’s request, Tenant demolishes any resulting damagedestroyed buildings and secures any damaged buildings, destructionin each case to a safe condition reasonably satisfactory to the Town and in compliance with Legal Requirements, repairthen Tenant may elect, within ninety (90) days after the date of such casualty, not to repair or restorationreplace the portion of the Premises damaged and may terminate this Lease by giving notice to the Town (the “Casualty Termination Notice”). After delivery of the Casualty Termination Notice to the Town, (i) Tenant will vacate the Premises as soon as reasonably possible; and (ii) assign to the Town all of its right, title and interest in and to any and all insurance proceeds related to such casualty. Tenant’s obligations hereunder shall survive the termination of the Lease.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render A. If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other casualtyany peril, then Landlord shall be entitled restore the damage, except if this Lease is terminated pursuant to retain all insurance Section 12B, Section 12C, or Section 12G hereof. All proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance carried pursuant to Section 11.2 shall be paid to Landlord. The proceeds received by Landlordshall be used for the restoration of the damage, (ii) Landlord’s duty to repair if the Lease is not terminated. Notwithstanding the foregoing, in the event Landlord is not the original Landlord named herein or a partnership in which one of the general partners is Xxxx X. Xxxx or a partnership of which Xxxx X. Xxxx is the general partner, and restore the Premises are to be restored, then the insurance proceeds shall not begin until be deposited with any institutional lender holding a mortgage or deed of trust against the Premises or if none, then such other institutional lender as agreed to by Landlord and Tenant, for disbursement of such funds for the purpose of restoration. As used herein, an "institutional lender" shall mean a bank, savings and loan association, or insurance company. Upon receipt (or deposit) of such insurance proceeds, if applicable, and the issuance of all necessary governmental approvals, Landlord shall commence and diligently prosecute to completion the restoration of the Premises to substantially the same condition existing immediately prior to such damage, using the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) . Landlord shall have no obligation be responsible for paying any "deductible" amount that is excluded from earthquake insurance coverage, up to repair and restore Four Hundred Eighty Thousand Dollars ($480,000); provided, however, that any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) such earthquake "deductible" paid by Landlord shall have no obligation be amortized over a period equal to restore the damage or destruction (or to complete any restoration) during the last year remainder of the initial Lease Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement and all remaining extension periods pursuant to Section 2.2 (whether or if not exercised) with interest on the unamortized balance at the then prevailing market rate Landlord would pay for borrowed funds to permanently finance such restoration from an institutional lender, and Tenant has no more shall pay as additional monthly rent such amortization during the remainder of the initial term of this Lease and any extension options of the Lease Term resulting from the exercise of any option to extend pursuant to this AgreementSection 2.2. If Tenant becomes obligated to pay such amortization and does not exercise all of its options to extend the Lease Term pursuant to Section 2.2, and (vi) Landlord shall rebuild or reconstruct then upon the Parking Facility to a configuration substantially equivalent to that configuration which existed as expiration of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysLease Term, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement pay a lump sum payment to Landlord equal to the unamortized principal balance of the rent amount that is being so amortized. Tenant shall be the exclusive remedy responsible for paying any "deductible" amount that is excluded from any other type of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationinsurance coverage.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable or the Building are totally or partially damaged or destroyed from any cause, thereby rendering the Premises totally or partially inaccessible or unusable, Landlord shall (taking into account the time necessary to effectuate a satisfactory settlement with any insurance company involved) diligently restore and repair the Premises and the Building to substantially the same condition they were in prior to such damage; provided, however, that if in Landlord's judgment the repairs and restoration cannot be completed within ninety (90) days after the occurrence of such damage (taking into account the time needed for removal of debris, preparation of plans and issuance of all required governmental permits), Landlord shall have the continued conduct right, at its sole option, to terminate this Lease as of the Tenant’s and its invitees activities thereonsixtieth (60th) day after such damage by giving written notice of termination of Tenant within forty-five (45) days after the occurrence of such damage. If this Lease is terminated pursuant to the preceding sentence, all rent payable hereunder shall be apportioned and paid to the date of termination. If this Lease is not terminated as a result of such damage, and provided that such damage was not caused by the act or omission of Tenant, or any of its employees, agents, licensees, invitees, assignees, subtenants, customers, clients, family members or guests, then until the repair and restoration of the Premises is substantially complete, Tenant shall be required to pay the Annual Base Rent and additional rent only for those portions of the Premises that Tenant is able to use while repairs are being made. Except as otherwise specified in Section 17.2, Landlord shall bear the costs and expenses of repairing and restoring the Premises and the Building; provided, however, that if such damage or destruction was caused by the act or omission of Tenant, or any of its employees, agents, licensees, invitees, assignees, subtenants, customers, clients, family members or guests, then Tenant shall pay to Landlord the amount by which such costs and expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction. Notwithstanding anything above to the contrary, Landlord shall have the right to terminate this Lease in the event (a) Landlord's insurance is insufficient to pay the full cost of such repair and restoration, (b) any Mortgagee fails or refuses to make any such insurance proceeds available for such repair and restoration, or (c) zoning or other applicable laws or regulations do not permit such repair or restoration. In addition, if more than 30% of the Premises is damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason not resulting from any act or omission of and with respect to the damage Tenant or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under LandlordTenant's insurance policiesagents, and Landlord’s obligation is limited to the extent Tenant will be deprived of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used such use for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than six (6) months, Tenant may terminate this Lease upon thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationdays advance notice.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of If the whole or any part of the Premises and/or for any inconvenience shall be damaged or annoyance occasioned destroyed by any cause whatsoever, whether insured or uninsured, at any time during the Term of this Lease, Tenant will, irrespective of insurance proceeds, promptly commence to replace or repair the portion of the Premises that is damaged or destroyed, and complete such repair and/or restoration with due diligence and at its sole cost and expense, with such changes, alterations or modifications as are reasonably determined by Tenant so long as such changes, alterations or modifications (a) do not diminish the overall utility for the Permitted Uses, and (b) comply with the design criteria contained in the RFP (as revised in connection with the permitting process). The parties recognize that such damage or destruction may require emergency replacement or repair. Tenant will be entitled to all insurance proceeds in order to effect such replacement, modifications or alterations. However, if (i) Tenant reasonably determines that replacement and repair of the Premises is not in furtherance of the Permitted Uses or that the continued operation of the Premises after such replacement and repair in substantially the same manner as conducted prior to the damage or destruction will not be economic and feasible, and (ii) the damage to or destruction of the Premises was covered by such property insurance as may be required pursuant to Article VII hereof or by insurance otherwise carried by Tenant, and (iii) upon the Landlord’s request, Tenant demolishes any destroyed buildings and secures any damaged buildings, in each case to a safe condition reasonably satisfactory to the Landlord and in compliance with Legal Requirements, then Tenant may elect, within one hundred eighty (180) days after the date of such casualty, not to repair or replace the portion of the Premises damaged and may terminate this Lease by giving notice to the Landlord (the “Casualty Termination Notice”). After delivery of the Casualty Termination Notice to the Landlord, (i) Tenant will vacate the Premises as soon as reasonably possible; and (ii) assign to the Landlord all of its right, title and interest in and to any and all insurance proceeds related to such casualty. Notwithstanding the foregoing, however, the Landlord shall not share in any casualty award with respect to the Improvements unless and any resulting damageuntil the unpaid balance of the Permitted Institutional Mortgage (as defined in Section 13.below) on the Premises, destructionif any, repairis paid in full, or restorationall such casualty proceeds being used first to pay off and discharge such Permitted Institutional Mortgage. Tenant’s obligations pursuant to Section 10.1(iii) shall survive the termination of the Lease.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord’s judgment such repair and restoration cannot be completed within ninety (90) days after occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. If the Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not begin terminated as a result of such damage or destruction, then until receipt such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay the Base Rent and additional rent only for the portion of the Premises that is usable while such repair and restoration are being made. If this Lease is not terminated as a result of such damage or destruction, then Landlord shall bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that if such damage or destruction was caused by the act or omission of Tenant or any Invitee, then Tenant shall pay the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction; and provided further, however, that Landlord shall not be required to repair or restore any Alteration previously made by Tenant or any of Tenant’s trade fixtures, furnishings, equipment or personal property. Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (iiia) Landlord’s lender(sinsurance is insufficient to pay the full cost of such repair and restoration, (b) must permit the holder of any Mortgage fails or refuses to make such insurance proceeds to be used available for such repair and restoration, (ivc) Landlord shall have no obligation to zoning or other applicable laws or regulations do not permit such repair and restore any personal property on the Premises belonging to Tenant restoration, or any of Tenant’s employees, contractors, agents or invitees, (vd) Landlord shall have no obligation to restore the damage or destruction to the Building exceeds twenty-five percent (or to complete any restoration25%) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as replacement value of the Commencement DateBuilding. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Reston Lease - Commerce Park Lease Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.Final.doc

Damage or Destruction. If, during the Term If all or a substantial part of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct are rendered untenantable or inaccessible by damage to all or any part of the Tenant’s and its invitees activities thereonBuilding, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to diligently repair the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited same to the extent of possible with the insurance proceeds received by Landlord, subject to the provisions of this Paragraph 28 hereinafter set forth, if such repairs can in Landlord's opinion be made within 90 days after issuance of a building permit therefor under the laws and regulations of federal, state and local governmental authorities having jurisdiction thereof. In such event this Lease shall remain in full force and effect. Unless such damage was caused the negligence or willful misconduct of Tenant or Tenant's agents, contractors, employees, subtenants, licensees, invitees or visitors, Base Rent shall be abated to the extent the Premises is rendered unusable by Tenant in the conduct of its business during the time such part is so unusable. Notwithstanding the foregoing, if such damage shall occur during the final year of the term of this Lease, Landlord shall not be obligated to repair such damage, but may instead elect to terminate this Lease upon written notice given to Tenant within 30 days after the date of such fire or other casualty, in which event this Lease shall terminate as of the termination date specified in Landlord's notice. If such repairs cannot in Landlord's opinion be made within 90 days after issuance of a building permit therefor or if such damage is uninsured, Landlord may elect upon notice to Tenant given 60 days after the date of such fire or other casualty to (i) repair or restore such damage, in which event this Lease shall continue in full force and effect, but basic rent shall be partially abated as herein above in this Section provided or (ii) terminate this Lease in which event this Lease shall terminate as of the termination date specified in Landlord’s duty to repair 's notice. A total destruction of the Building automatically shall terminate this Lease. Landlord and restore Tenant acknowledge that this Lease constitutes the entire agreement of the parties regarding events of damage or destruction, and Tenant waives the provisions of California Civil Code Sections 1932(2) and 1933(4) and any similar statute now or hereafter in force. If the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds are to be used for such repaired under this Pxxxxxxxx 00, Xxxxxxxx shall repair at its cost any injury or damage to the Building itself and restoration, (iv) Landlord shall have no obligation the initial improvements made to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) by Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement DateLease. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement pay the cost of the rent shall be the exclusive remedy of Tenant against Landlord repairing or replacing all other improvements in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damageTenant's trade fixtures, destructionfurnishings, repair, or restorationequipment and other personal property.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility Section 12.1 If all or such portion thereof as shall render the Premises unsuitable for the continued conduct any part of the Tenant’s and its invitees activities thereon, Demised Premises shall be damaged or destroyed in whole or in part by fire or other casualty of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give Landlord immediate notice thereof, and this Lease shall continue in full force and effect except as otherwise set forth. If the Demised Premises are partially damaged or rendered partially unusable by fire or other casualty, then Landlord the damages to the Demised Premises thereto shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesrepaired by, and Landlord’s obligation is limited at the expense of Landlord to the extent of the insurance proceeds received in connection with same, and provided that business interruption insurance is not uncollectible as a result of the acts or omissions of Tenant or its agents, representatives, employees, contractors, licensees or invitees, the Rental and other items of additional rent, until such repair shall be substantially completed, shall be apportioned from the day following the casualty according to the part of the Demised Premises which is unusable. If the Demised Premises are totally damaged or rendered wholly unusable by Landlordfire or other casualty, then the Rental and other items of additional rent as hereinafter expressly provided shall be proportionately paid up to the time of the casualty and thenceforth shall, provided that business interruption insurance is not uncollectible as a result of the acts or omissions of Tenant or its agents, representatives, employees, contractors, licensees or invitees, cease until the date when the Demised Premises shall have been repaired and restored by Landlord (ii) Landlord’s duty or sooner reoccupied in part by Tenant, in which case the rent shall be apportioned as provided above). Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be obligated to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and or restore any personal property on the Premises belonging to of Tenant or any of Alterations made by Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no . Landlord's obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options repair pursuant to this AgreementArticle 12 shall mean to repair, restore, replace and (vi) Landlord shall rebuild rebuild, or reconstruct cause to be restored the Parking Facility damaged or destroyed Demised Premises at least to a configuration substantially equivalent the extent of the value, quality and condition and as nearly as possible to that configuration which existed the character thereof existing as of the Commencement Date. During Date with such changes or alterations thereto as may be agreed to by the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationparties.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 4.9.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonare damaged by fire, shall be damaged or destroyed by fire earthquake or other casualty, then Tenant shall give immediate written notice (the “Casualty Notice”) thereof to Landlord. Within sixty (60) days after Landlord’s receipt of such Casualty Notice, Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to make a determination, in its sole judgment, whether the damage or destruction to can be repaired in accordance with the Premises then-existing Governmental Requirements within one hundred-eighty (180) Business Days after Landlord’s receipt of the Casualty Notice, and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and so notify Tenant of such determination. If Landlord’s obligation determination is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore that the Premises shall cannot begin until receipt of the insurance proceedsbe restored in such time period, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restorationthen either party, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more ten (10) Business Days thereafter shall have the right to terminate this Lease by notice to the other, as of the date specified in such notice, which termination date shall be no later than thirty (30) consecutive daysdays after the date of such notice. Landlord also shall have the right to terminate this Lease by notice to Tenant if, includingin Landlord’s estimation, without limitationthere are or will be insufficient insurance proceeds available to repair such damage. If this Lease is not terminated as aforesaid, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall continue. If Landlord restores the Premises under this paragraph, then Landlord shall use commercially reasonable efforts to proceed toward completion of the restoration and (1) the Lease Term shall be extended for the time required to complete such restoration, (2) Tenant shall pay to Landlord, upon demand. Tenant’s Pro Rata Share of any such period during which applicable deductible amount specified under Landlord’s insurance and (3) notwithstanding anything to the contrary contained herein, Landlord is repairing and restoring the Parking Facilityshall not be required to repair or restore Tenant improvements. Tenant Alterations (including Telecommunication Facilities), the rental Furniture, or any or all furniture, fixtures, equipment, inventory, improvements or other property which was in or about the Premises at the time of the damage and was not owned by Landlord. In the case of damage to the Premises not caused by the negligence or other tortuous acts of the Tenant which is of a nature or extent that (a) such damage materially interferes Tenant’s use of a portion (but not all) of the Premises (such portion being referred to herein as the “Materially Affected Premises”), Base Rent and Additional Rent otherwise payable hereunder shall be abated by the percentage that the rentable area of the Materially Affected Premises bears to the total rentable area of the Premises, for the period beginning on the date of such casualty and ending on the earlier of (i) the date that Landlord has substantially completed its repairs to the Materially Affected Premises and (ii) the date that Tenant uses any portion of the Materially Affected Premises for the conduct of its business, and (b) it is impracticable for the Tenant to carry on its business in the Premises, all Base Rent and Additional Rent otherwise payable hereunder shall xxxxxbe abated for the period beginning on the date of such casualty and ending on the earlier of (i) the date that Landlord has substantially completed its repairs to the Premises and (ii) the date that Tenant uses any portion of the Premises for the conduct of its business. The Except for the abatement of rent if and to the rent shall be extent provided herein, Tenant agrees to look to the exclusive remedy provider of Tenant against Landlord in Tenant’s insurance for coverage for the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of Tenant’s use of the whole Premises and the Furniture and any other related losses or damages incurred by Tenant during any part reconstruction period. The validity and effect of this Lease shall not be impaired in any way by the failure of Landlord to complete repairs and restoration of the Premises and/or for any inconvenience or annoyance occasioned by any casualty the Building within one hundred-eighty (180) Business Days after Landlord’s receipt of the Casualty Notice, even if Landlord had in good faith notified Tenant that the repair and any resulting damagerestoration could be completed within such period, destruction, repair, or provided that Landlord proceeds diligently with such repair and restoration.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building is totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, Landlord shall diligently restore and repair the Premises and the Building to substantially the same condition they were in prior to such damage; provided, however, that if in Landlord’s sole judgment such repairs and restoration cannot be completed within one hundred twenty (120) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Tenant within sixty (60) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to the immediately preceding sentence, then rent shall be apportioned and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for those portions of the Premises that Tenant is able to use while such repair and restoration are being made; provided, however, that if such damage or destruction was caused by the act or omission of Tenant or any Invitee, then Tenant shall not be entitled to retain all insurance proceeds payable by reason any such rent reduction. If this Lease is not terminated as a result of such damage or destruction, then Landlord shall bear the costs and with respect to expenses of such repair and restoration of the Premises and the Building; provided, however, that if such damage or destruction was caused by the act or omission of Tenant or any Invitee, then Tenant shall pay to Landlord the Premises amount by which such costs and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction; and provided further, however, that Landlord shall not be required to repair or restore any of the original tenant improvements installed pursuant to Exhibit B (iiiexcept for the Building Standard Allowances to the extent the same were originally incorporated into the Premises), any Alterations or any other contents of the Premises (including, without limitation, Tenant’s trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything above to the contrary, Landlord shall have the right to terminate this Lease in the event (a) Landlord’s lender(sinsurance is insufficient to pay the full cost of such repair and restoration, (b) must permit the holder of any Mortgage fails or refuses to make such insurance proceeds to be used available for such repair and restoration, (ivc) Landlord shall have no obligation to zoning or other applicable Laws or regulations do not permit such repair and restore any personal property on the Premises belonging to Tenant restoration, or any of Tenant’s employees, contractors, agents or invitees, (vd) Landlord shall have no obligation to restore the damage or destruction to the Building exceeds twenty-five percent (or to complete any restoration25%) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as replacement value of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationBuilding.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility buildings or such other improvements located on and constituting a portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Leased Premises are damaged or destroyed by fire or other casualty, then this Lease shall continue in full force and effect provided Landlord and its mortgagee(s) shall be entitled to retain all make such casualty insurance proceeds payable available for the repair and reconstruction of the Premises through an appropriate, as determined by reason Landlord, independent escrow of such proceeds and otherwise in accordance with respect Landlord's mortgagee. Landlord shall, as promptly as possible, and, subject to the approval of Landlord and its mortgagee(s) and in compliance with all applicable 15 2679199lvl2 laws, restore, repair or rebuild the Leased Premises to substantially the same condition as existed before the damage or destruction using materials of the same or better grade than that of the original construction, including any improvements or alterations required to be made by Law. Landlord shall for this purpose use all, or such part as may be necessary, of the insurance proceeds received from the insurance policies carried on the Leased Premises. If such insurance proceeds are not sufficient to pay such costs, Tenant may elect to pay such deficit. In the event that the Premises are so damaged as to make restoration or repair impractical as determined by Landlord, then Landlord may terminate this Lease as a permitted termination by written notice to Tenant within sixty (60) days of such casualty (the "Termination Notice") and Tenant shall be released from its obligation to pay future Minimum Rent from and after the date of Tenant's receipt of such notice. Should Landlord shall rebuild or reconstruct its mortgagee(s) fail to make such insurance proceeds available for the Parking Facility reconstruction or repair, then Tenant may terminate this Lease as a permitted termination effective as of the date of the casualty, provided any notice is received by Landlord within twenty (20) days of Tenant's receipt of Landlord's written notice in a commercially reasonable and efficient manner subject to respect of the following terms and conditionsunavailability of such proceeds. If by reason of any casualty described above: (i) the casualty must be insured under Leased Premises is rendered wholly untenantable as a result of a risk which is not covered by Landlord's or Tenant's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.;

Damage or Destruction. If, during In the Term of this Agreement, event that the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall Property should be damaged or destroyed by fire or any other casualtycasualty prior to the Closing Date, then Landlord Seller shall be entitled to retain all insurance proceeds payable promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by reason of and with respect an architect or contractor retained pursuant to the damage or destruction to mutual agreement of the Premises Parties (the “Cost of Repairs”), is (a) less than $250,000, then the Closing shall proceed as scheduled and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) Seller shall cause all collected insurance proceeds, plus the casualty must cash amount of all associated deductibles, to be insured under Landlord's insurance policies, and Landlord’s obligation is limited paid over to Buyer (or credited against the extent of the insurance proceeds received by LandlordPurchase Price) at Closing, (ii) Landlord’s duty Seller shall assign to repair Buyer all right, title and restore interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Premises Property at Closing, and (iii) Seller shall not begin until pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than $250,000, then Buyer may in its discretion either (i) elect to terminate this Agreement, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other except for any obligations which expressly survive termination of this Agreement, or (ii) proceed as scheduled and (i) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (or credited against the Purchase Price) at Closing, (ii) Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (iii) Landlord’s lender(s) must permit the Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement unless Buyer receives a credit against the Purchase Price equal to be used for such repair and restorationthe Cost of Repairs. The foregoing notwithstanding, (iv) Landlord in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have no obligation the option to repair and restore any personal property on terminate this Agreement without regard to the Premises belonging Cost of Repairs. Any notice required to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to this Section 2.2 or if Tenant has shall be delivered no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more later than thirty (30) consecutive days, including, without limitation, any days following Buyer’s receipt of Seller’s notice of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxxcasualty. The abatement provisions of this Section 10 shall survive the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationClosing.

Damage or Destruction. 13.1 If, at any time during the Term of this AgreementTerm, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation Buildings or damage for loss of use of the whole other improvements therein or thereon) or any part thereof (collectively, the “Damaged Property”) is damaged by fire, earthquake, flood or by any other casualty of any kind or nature (a “Casualty”) then, unless this Lease is terminated as hereinafter provided in this Section 13.1, Landlord shall proceed diligently to rebuild or restore the Damaged Property at Landlord’s sole cost and expense; provided, that, in no event shall Damaged Property include, nor shall Landlord or Tenant have any obligation to rebuild or restore, any of the Tenant Property (unless such Casualty is caused by the gross negligence or willful misconduct of Landlord). Such rebuilding and restoration work required of Landlord is herein collectively called “Landlord’s Restoration Work.” If any Casualty shall render the Premises completely or partially Untenantable for any period, then, provided that such Casualty was not caused by the gross negligence or willful misconduct of Tenant or any Tenant Parties, Basic Rent shall be abated (in the proportion that the rentable portion of the Untenantable area of the Premises and/or bears to the total rentable area of the Premises for any inconvenience the period of such untenantability) until (10) days after the date that the Premises (or annoyance occasioned such portion thereof) is no longer Untenantable and Landlord has given written notice to Tenant that the Premises have again been rendered fully tenantable and a certificate of occupancy for the Premises, as restored following such fire or other casualty, has been obtained (if such certificate is required by any casualty and any resulting damage, destruction, repairapplicable law). The term “Untenantable,” when used with respect to the Premises, or restorationany portions thereof, shall mean that the Premises, or any portion thereof, is not reasonably capable of being used by Tenant for its intended purpose or that the continuance of Tenant’s business from the Premises is impractical (as reasonably determined by Tenant). Within thirty (30) days following any Casualty, Landlord shall cause to be prepared and delivered to Tenant a written estimate of the date by which the Landlord’s Restoration Work necessitated by Casualty shall be completed (which estimate shall be prepared by an independent reputable contractor, registered architect or licensed professional engineer designated by Landlord, and reasonably approved by Tenant) (such estimate being herein called the “Restoration Completion Estimate”). If the Restoration Completion Estimate is a date later than the date that is one hundred eighty (180) days after the date of the Casualty, or the Casualty occurs during the last one hundred twenty (120) days of the Term (as may be extended by the Extension Option), then, provided that such Casualty was not the direct or indirect result of Tenant’s or any Tenant Party’s negligence or willful misconduct, Tenant may elect to terminate this Lease by providing Landlord written notice no later than thirty (30) days following the delivery of the Restoration Completion Estimate to Tenant or, in the case of a Casualty occurring in the last one hundred twenty (120) days of the Term (as may be extended by the Extension Option), within thirty (30) days after the occurrence of such Casualty. If (i) the Restoration Completion Estimate is a date later than the date that is one hundred eighty (180) days after the date of the Casualty, (ii) the Casualty is the result of a risk that is not covered by Landlord’s insurance (provided that Landlord has procured and maintained the insurance required under Section 12.2(b) of this Lease), (iii) the amount of insurance proceeds payable to and received by Landlord as a result of such Casualty plus the applicable deductable are insufficient to compete Landlord’s Restoration Work (provided that Landlord has procured and maintained the insurance required under Section 12.2(b) of this Lease) or (iv) the Casualty occurs during the last one hundred twenty (120) days of the Term (as may be extended by the Extension Option), then Landlord may elect to terminate this Lease by providing Tenant written notice no later than fifteen (15) days following the delivery of the Restoration Completion Estimate to Tenant (in the case of clause (i)), fifteen (15) days after the insurer finally denies coverage or settles the insurance claim (in the case of clauses (ii) and (iii)), and fifteen (15) days after the occurrence of the Casualty (in the case of clause (iv)).

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Project shall be damaged or destroyed by fire or any other casualty, then Landlord shall whether or not covered by insurance, the Tenant, as promptly as practicable, shall, subject to Section 12.4, cause a Tenant’s Delegee either to repair, restore, replace or rebuild the same to as nearly as may be entitled practicable their condition and character immediately prior to retain all insurance proceeds payable by reason of and with respect to the such damage or destruction so that upon completion of such repairs, restoration, replacement or rebuilding such Project shall be of a value not less than the value thereof immediately prior to the Premises occurrence of such damage or destruction or, at the Tenant’s option, to construct upon the Project Site new buildings and Landlord shall rebuild improvements thereafter together with all new machinery, equipment and fixtures which are either to be attached to or reconstruct are to be used in connection with the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: operation or maintenance thereof, provided that (i) the casualty must value thereof shall not be insured under Landlord's insurance policies, and Landlord’s obligation is limited less than the value of such destroyed or damaged Project Improvements and/or Project Equipment immediately prior to the extent occurrence of the insurance proceeds received by Landlord, such damage or destruction and (ii) Landlord’s duty to repair the nature of such new buildings, improvements, machinery, equipment and restore fixtures will not impair the Premises shall not begin until receipt character of the insurance proceedsProject as an enterprise permitted by the Act. If the Tenant shall construct, (iii) Landlord’s lender(s) must permit the insurance proceeds or elect to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of allow a Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation Delegee to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitationconstruct, any such period during new buildings and improvements, for all purposes of this Lease, any reference to the words “Project Improvements” shall be deemed to also include any such new buildings and improvements and all additions thereto and all replacements and alterations thereof and any reference to the words “Project Equipment” shall be deemed to include any such new machinery, equipment and fixtures which Landlord are either attached to or are used in connection with the operation or maintenance of such new buildings and improvements and all additions or replacements thereof. The Net Proceeds of casualty insurance required by Article VII hereof received with respect to such damage or loss to the Project, shall be disbursed in accordance with the Amended and Restated Lease while it is repairing in effect, otherwise in accordance with the Mortgages and restoring the Parking FacilitySublease. If the Amended and Restated Lease is no longer in effect and there is no Mortgage and no Leasehold Mortgage and the Net Proceeds are less than $100,000, the rental payable by Tenant shall xxxxx. The abatement of the rent Net Proceeds shall be paid to the exclusive remedy of Tenant against Landlord Tenant. If the Net Proceeds equal or exceed $100,000, the Net Proceeds shall be paid to the Trustee and shall be applied in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.following manner:

Damage or Destruction. If, during (a) In the Term of this Agreement, event the entire Parking Facility Building and /or the Building Standard Work or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be any insured alterations are damaged or destroyed by fire or other casualty, then Landlord shall be entitled perils covered by Landlord’s extended coverage insurance to retain all insurance proceeds payable by reason an extent not exceeding twenty-five percent (25%) of the full insurable value thereof and with respect to if the damage thereto is such that the Building and/or the Building Standard Work Illegible, reconstructed or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for restored within a period of more ninety (90) days from the date of the happening of such casualty Landlord shall commence and proceed diligently with the work repair, reconstruction and restoration and the Lease shall continue in full force and effect. If such work of repair, reconstruction and restoration is such as to require a period longer than ninety (90) days or exceeds twenty-five percent (25%) of the full insurable value thereof, or if said insurance proceeds will not be sufficient to cover the cost of such repairs, Landlord either may elect to so repair, reconstruct or restore the Building and/or the Building Standard Work and any insured alterations and the Lease shall continue in full force and effect or Landlord may elect not to repair, reconstruct or restore the Building and/or Building Standard Work and any insured alterations and the Lease shall in such event terminate. Under any of the conditions of this Subparagraph 21(a), Landlord shall give written notice to Tenant of its intention within thirty (30) consecutive days from the date of such event of damage or destruction which notice shall include Landlord’s reasonable estimate of the period required to effect such repair. If such period is in excess of ninety (90) days, includingprovided Tenant is not in default hereunder, without limitationTenant, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement within fifteen (15) day of the rent date of such notice, shall have the option to terminate this Lease or repair the damage to the Premises at Tenant’s expense in which case the Lease would continue in full effect, by written notice of such election delivered to Landlord within fifteen (15) day period. Failure of Tenant to so notify Landlord within said three (3) day period shall constitute Tenant’s irrevocable election not to terminate this Lease. In the event Landlord elects not to restore said Building and/or Building Standard Work and any insured alterations, this Lease shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use deemed to have terminated as of the whole or any part date of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, such partial destruction, repair, or restoration.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give immediate written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the common areas deemed desirable by Landlord, provided access to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant’s occupancy, Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees or invitees, (v) such abatement shall occur only to the extent rental abatement insurance proceeds are received by Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused would have been received by Landlord during the Term of this Agreement for if Landlord had carried rental abatement insurance with a coverage period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationtwelve months).

Damage or Destruction. If, during In the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render event the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust coveting the Building, then Landlord the damage shall be entitled to retain all insurance proceeds payable repaired by reason and at the expense of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the such insurance proceeds received available therefor, provided such repairs can, in Landlord's reasonable opinion, be made within two hundred seventy (270) days after the occurrence of such damage without the payment of overtime or other premiums. Until such repairs are completed, the rent shall continue to be paid by Landlord, (ii) Landlord’s duty Tenant's rental insurance and shall otherwise be abated to repair and restore the extent the Premises shall not begin until receipt of the insurance proceedsare rendered untenantable. If repairs cannot, in Landlord's reasonable opinion be made within two hundred seventy (iii270) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restorationdays, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to notify Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than within thirty (30) consecutive daysdays following the occurrence of such damage of its determination, includingin which event, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord or in the event such repairs are commenced but are not substantially completed within two hundred seventy (270) days of a the date of such occurrence, either party may, by written notice to the other, cancel this Lease as of the date of the occurrence of such damage. Except as provided in this Section, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Xxxxxx's business or property arising from any such fire or other casualty involving or from the Premisesmaking or not making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant hereby waives all claims against understands that Landlord for will not carry insurance of any compensation kind on Tenant's furniture or furnishings or on any fixtures or equipment removable by Tenant under the provisions of this Lease and that Landlord shall not be obliged to repair any damage thereto or replace the same. Landlord shall not be required to repair any injury or damage for loss caused by fire or other cause, or to make any repairs or replacements to or of use of the whole or any part of improvements installed in the Premises and/or by or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationTenant.

Damage or Destruction. IfSeller shall keep in full force and effect until Closing its present hazard insurance with respect to the Premises. The risk of any loss by fire or other casualty shall be assumed solely by Seller until Closing; provided, during however, that in the Term event of this Agreement, the entire Parking Facility damage to or such portion thereof as shall render destruction of the Premises unsuitable for in an amount less than One Hundred Thousand ($100,000) Dollars to the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed Premises as determined by an independent inspector caused by fire or other casualty, then Landlord or any part thereof, this Agreement shall, except as hereafter expressly provided, remain in full force and effect, and Seller, at Purchaser’s option, shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditionseither: (ia) repair or restore the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited Premises; or (b) pay over to Purchaser the extent amount of the insurance proceeds received by Landlordcollected, (ii) Landlord’s duty to the extent not applied to the restoration or repair and restore the Premises shall not begin until receipt of the insurance proceedsPremises; or, (iii) Landlord’s lender(s) must permit if any proceeds have not been collected, Seller shall assign to Purchaser all its right, title and interest in and to the insurance proceeds same, to be used for such the extent not applied by Seller to the restoration or repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing Premises. In the Term of this Agreement pursuant event Purchaser elects (b), the parties shall proceed to Section 2.2 or if Tenant has no more extension options pursuant to Closing as provided in this Agreement, and (vi) Landlord Purchaser shall rebuild or reconstruct receive at Closing a credit against the Parking Facility to a configuration substantially equivalent to that configuration which existed as Purchase Price in the amount of the Commencement Datedeductible, if any, under said hazard insurance policy. During If there is damage of One Hundred Thousand ($100,000) Dollars or more to the period Premises as determined by an independent inspector caused by fire or other casualty and such damage shall not be substantially restored or repaired by Closing, Purchaser may, at its option, upon notice to Seller not later than 10 days after receipt of notice of such fire, casualty, (i) terminate this Agreement, or (ii) elect to proceed to Closing as provided in this Agreement, in which case, Seller shall pay over to Purchaser the Parking is unavailable amount of the insurance proceeds collected, to the extent not applied to the restoration or repair of the Premises; or, if any proceeds have not been collected, Seller shall assign to Purchaser all its right, title and interest in and to the same, to the extent not applied by Seller to the restoration or repair of the Premises, and Purchaser shall receive at Closing a Tenant for any reason caused by Landlord during credit against the Term Purchase Price in the amount of this Agreement for a period of more than thirty (30) consecutive daysthe deductible, includingif any, without limitation, any such period during which Landlord is repairing and restoring under said hazard insurance policy. Upon termination pursuant to the Parking Facilitypreceding sentence, the rental payable by Tenant obligations of each party to the other shall xxxxx. The abatement of terminate without further liability hereunder or otherwise, except that the rent Deposit shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned refunded by any casualty and any resulting damage, destruction, repair, or restorationSeller to Purchaser.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord's sole opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14A(ii)(A) above; provided, however, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as so assigned by Tenant, such excess costs shall rebuild be paid by Tenant to Landlord prior to Landlord's repair of such damage. If repairs cannot, in Landlord's opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and in such event this Lease shall continue in effect and the Basic Rental shall be abated, if at all, in the manner provided in this Section 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty must be insured under or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord's insurance policies. Finally, and Landlord’s obligation if the Premises or the Project is limited damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Section 16 to the extent of the insurance proceeds received by Landlordcontrary, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Section 16, there shall be no obligation abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair and restore any personal property on damage thereto or replace the Premises belonging to same. Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord acknowledges that Tenant shall have no obligation right to restore the damage or destruction (or to complete any restoration) during the last year proceeds of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused insurance carried by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, relating to property damage. With respect to any such period during damage which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases any rights under law to terminate this Lease. Without limiting the Parking Facilityforegoing, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss right it may have to terminate this Lease pursuant to Arizona Revised Statutes § 33-343 as a result of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord's sole opinion, be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as so assigned by Tenant, such excess costs shall rebuild be paid by Tenant to Landlord prior to Landlord's repair of such damage. If repairs cannot, in Landlord's opinion, be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: other premiums, Landlord may, at its option, either (i) make them in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty must be insured under or cause, whether or not the Premises are affected, and the damage is not fully covered, except for deductible amounts, by Landlord's insurance policies. Finally, and Landlord’s obligation if the Premises or the Project is limited damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 16 to the extent of the insurance proceeds received by Landlordcontrary, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no obligation abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Except for proceeds relating to Tenant's furniture, furnishings, trade fixtures and restore any personal property on the Premises belonging to equipment, Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord acknowledges that Tenant shall have no obligation right to restore the any proceeds of insurance relating to property damage. With respect to any damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCalifornia Civil Code.

Damage or Destruction. If15.1 Landlord and Tenant acknowledge that, during pursuant to Section 19.03.093 (as the Term of this Agreementsame may be amended from time to time and together with any successor section, the entire Parking Facility or such portion thereof "Use Section") of the Zoning Ordinance of the City of Commerce, California (as shall render the same may be amended from time to time and together with any successor ordinance, the "Zoning Ordinance"), if the Premises unsuitable for are "destroyed" (as such term is used in the continued conduct Use Ordinance) and not replaced within a specified period of time, the use of the Tenant’s and its invitees activities thereonPremises for office purposes could cease to be a permitted nonconforming use ("Permitted Use Termination") under the Zoning Ordinance. If the Premises, shall be or any part thereof, is damaged or destroyed by fire or other casualtycasualty during the term of this Lease and neither Landlord nor its Lender reasonably determine that such damage is of such nature and or/magnitude that, under all of the circumstances, there is a material risk that a Permitted Use Termination could result pursuant to the Use Section, then Tenant shall restore the Premises, and insurance proceeds shall be made available to Tenant therefor, pursuant to Section 15.2 hereof. If the Premises, or any part thereof, is damaged by fire or other casualty during the term of this Lease and Landlord or its Lender determine, in their reasonable judgment, that such damage is of such nature and/or magnitude that, under all of the circumstances, there is a material risk that a Permitted Use Termination could result pursuant to the Use Section, then Tenant shall diligently seek to obtain "reasonably satisfactory assurances" (as hereinafter defined) that the Premises' permitted office use pursuant to the Zoning Ordinance will continue after restoration of the Premises. If Tenant does obtain "reasonably satisfactory assurances" within sixty (60) days after the casualty event, then Tenant shall restore the Premises, and insurance proceeds shall be made available to Tenant therefor, pursuant to Section 15.2 hereof. If Tenant does not obtain "reasonably satisfactory assurances" within sixty (60) days after the casualty event, then Landlord shall be entitled have the right to retain all elect, by giving Tenant written notice of such election within one hundred five (105) days after the casualty event, to either: (a) continue the Lease in effect, in which case Tenant shall restore the Premises, and insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesmade available therefore, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 15.2 hereof; or if (b) terminate the Lease and reconvey the Premises to Tenant has no more extension options "as is." If Landlord elects, pursuant to this Agreementsubsection (b) of the preceding sentence, and to reconvey the Premises to Tenant (vi) a "Landlord Put"), then Landlord shall rebuild or reconstruct deliver to Tenant a grant deed and a bill of sale conveying the Parking Facility to a configuration substantially equivalent to that configuration which existed as Premises, an assigranent of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for Contracts and Permits and an assigranent of any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.unpaid

Damage or Destruction. IfPartial Damage. If all or any portion of the Premises are partially damaged by fire, during the Term of this Agreementexplosion, the entire Parking Facility elements, act(s) of war or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonterrorism, shall be damaged or destroyed by fire or other casualty, then Landlord but the Concession Locations are not rendered untenantable or inaccessible to pedestrians in the Terminal, and such damage is not the fault of Operator or its Sublessees, if any, such damage will be repaired with due diligence by Authority at its own cost and expense and there shall be entitled no abatement of payments to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: Authority; provided, however, that (i) if the casualty must damage is caused by the act or omission of Operator or any of its officers, contractors, subcontractors, Sublessees, agents, representatives or employees, Operator shall be insured under Landlord's insurance policiesresponsible at its expense for making the necessary repairs and restorations as approved by Authority, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Authority shall have no obligation to repair and or restore any personal damage to the Capital Improvements or any fixtures, equipment, and other property on of Operator or its Sublessees, if any. To the extent any permitted mortgagee with an interest in the Airport or any portion thereof permits the release of all or sufficient portion of such insurance proceeds to Operator, Authority shall make insurance proceeds of the PC Coverage paid to Authority available to Operator in a manner reasonably acceptable to Authority for the purpose of paying the costs of repairing and restoring such Capital Improvements. If such insurance proceeds are not sufficient to pay such costs of repairing or restoring such Capital Improvements, Operator shall pay the deficiency. If Operator fails to make the necessary repairs and restorations in a timely manner as determined by Authority, then Authority may, at its option, cause such repairs and restorations to be completed and Operator shall reimburse Authority for the costs and expenses incurred in such repairs and restorations, plus an administrative fee equal to 15% of such costs and expenses. DRAFT Extensive Damage. If all or any portion of the Premises belonging are damaged by fire, explosion, the elements, act(s) of war or terrorism, or other casualty, and such damage shall be so extensive as to Tenant render part or all of the Concession Locations untenantable or inaccessible to pedestrians in the Terminal, but such damage is capable of being repaired and restored within 120 days, such damage shall be repaired and restored with due diligence by Authority at its own cost and expense and the Rent due for such period shall be reduced in proportion to the portion of the Concession Locations rendered untenantable or inaccessible from the time of such damage until such time as the Premises are fully restored and certified by Authority as ready for occupancy; provided, however, that (i) if the damage is caused by the act or omission of Operator or any of Tenant’s employeesits officers, contractors, agents subcontractors, Sublessees, agents, representatives or inviteesemployees, there shall be no abatement in the Rent and Operator shall be responsible at its expense for making the necessary repairs and restorations as approved by Authority, and (vii) Landlord Authority shall have no obligation to repair or restore any damage to the damage Capital Improvements or destruction (any fixtures, equipment, and other property of Operator or its Sublessees, if any. To the extent any permitted mortgagee with an interest in the Airport premises or any portion thereof permits the release of all or a sufficient portion of such insurance proceeds to complete any restoration) during the last year Operator, Authority shall make insurance proceeds of the Term or PC Coverage paid to Authority with respect to the Capital Improvements available to Operator in a manner reasonably acceptable to Authority for the purpose of any Option Period if Tenant has delivered notice that it is not renewing paying the Term costs of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring such Capital Improvements. If such insurance proceeds are not sufficient to pay such costs of repairing or restoring such Capital Improvements, Operator shall pay the Parking Facilitydeficiency. If Operator fails to make the necessary repairs and restorations in a timely manner as determined by Authority, then Authority may, at its option, cause such repairs and restorations to be completed and Operator shall reimburse Authority for the rental payable by Tenant shall xxxxx. The abatement costs and expenses incurred in such repairs and restorations, plus an administrative fee equal to 15% of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty such costs and any resulting damage, destruction, repair, or restorationexpenses.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord's sole opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Article 14(a)(ii)(A) above; PROVIDED, HOWEVER, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as so assigned by Tenant, such excess costs shall rebuild be paid by Tenant to Landlord prior to Landlord's repair of such damage. If repairs cannot, in Landlord's opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: other premiums, Landlord may, at its option, either (i) make them in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty must be insured under or cause, whether or not the Premises are affected, and the damage is not fully covered, except for deductible amounts, by Landlord's insurance policies. Finally, and Landlord’s obligation if the Premises or the Project is limited damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 16 to the extent of the insurance proceeds received by Landlordcontrary, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no obligation abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Except for proceeds relating to Tenant's furniture, furnishings, trade fixtures and restore any personal property on the Premises belonging to equipment, Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord acknowledges that Tenant shall have no obligation right to restore the any proceeds of insurance relating to property damage. With respect to any damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCalifornia Civil Code.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give immediate written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received common areas deemed desirable by Landlord, (ii) Landlordprovided access to the Premises, Tenant’s duty to repair parking rights under this Lease and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas, or applicable part thereof, necessary to Tenant’s use or occupancy or the conduct of Tenant’s business, Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises, or applicable part thereof are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided further, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees, subtenants or invitees, (v) Landlord such abatement shall have no obligation occur only to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused extent rental abatement insurance proceeds are received by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationLandlord.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 4.10.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonare damaged by fire, shall be damaged or destroyed by fire earthquake or other casualty, Tenant shall give immediate written notice thereof to Landlord. Landlord shall determine, within forty-five (45) days following receipt of such notice from Tenant, whether the damage can be repaired within two-hundred-forty (240) calendar days after Landlord’s receipt of notice from Tenant and if there are sufficient insurance proceeds available to repair such damage, and if Landlord determines that these conditions can be satisfied, then Landlord shall be entitled proceed with reasonable diligence to retain all insurance proceeds payable by reason of and with respect restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 240 day period or if there are insufficient insurance proceeds available to repair such damage, Landlord may elect in its absolute discretion to either: (a) terminate this Lease or (b) restore the Premises to substantially the condition which existed prior to the damage and this Lease will continue. If Landlord restores the Premises under this paragraph, then (1) the Lease Term shall be extended for the time required to complete such restoration, (2) Tenant shall pay to Landlord, upon demand, Tenant’s Pro Rata Share of any applicable deductible amount specified under Landlord’s insurance and (3) Landlord shall not be required to repair or restore any or all furniture, fixtures, equipment, inventory, improvements or other property which was in or about the Premises at the time of the damage, Tenant Alterations or Tenant Improvements which are in excess of the building standard Tenant Improvements. Base Rent, Additional Rent and any other sum due under this Lease during any reconstruction period shall be abated from the date of such damage or destruction until Landlord’s repairs are substantially completed and possession of the Premises is delivered to Tenant. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the loss of Tenant’s use of the Premises and Landlord shall rebuild any other related losses or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable damages incurred by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for during any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationreconstruction period.

Damage or Destruction. (a) If, during the Term of this Agreementterm, the entire Parking Facility buildings, improvements or such portion thereof as shall render the Premises unsuitable for equipment on, in or appurtenant to the continued conduct demised premises at the commencement of the Tenant’s and its invitees activities thereon, term or thereafter erected thereon or therein shall be destroyed or damaged in whole or destroyed in part by fire or other casualtycause, then Landlord shall be entitled to retain all insurance proceeds payable by reason Provided that no Event of and with respect to the damage or destruction to the Premises Default is continuing and Landlord shall rebuild or reconstruct the Parking Facility hereby agreeing to exercise reasonable diligence to collect such proceeds and Tenant hereby agreeing to cooperate with Landlord in a commercially reasonable and efficient manner connection therewith), subject to the following other terms and conditions: conditions of this Article, (less Landlord's reasonable collection costs), and if such net insurance proceeds are not, in Landlord's reasonable judgment, sufficient to pay the entire cost of such repairs and restoration (including all hard and soft costs) Landlord may, by written notice to Tenant ("Landlord's Election Notice"), elect either to (i) complete the casualty must be insured under Landlord's insurance policies, repair and Landlord’s obligation is limited to the extent restoration and pay for any costs therefor in excess of the insurance proceeds received collected by Landlord, or (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed Lease as of the Commencement Datedate which is twenty (20) days after the giving of such notice by Landlord. During the period in which the Parking is unavailable Landlord may give Landlord's Election Notice to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more not later than thirty (30) consecutive daysdays after Landlord's collection of the insurance proceeds with respect to the casualty. If, includingpursuant to said notice, without limitationLandlord elects to terminate this Lease as aforesaid, Tenant may, by notice ("Tenant's Election Notice") given by Tenant to Landlord not later than the expiration of the aforesaid twenty (20) day period, elect to continue this Lease in full force and effect, and if Tenant shall give such notice to Landlord, Landlord's aforesaid notice of termination shall be deemed of no effect and this Lease shall remain in force and effect in accordance with its terms, and Tenant shall make all repairs and restorations to the demised premises. All work performed by Tenant in connection with such repairs and reStorations shall he deemed Alterations for purposes of this Lease, Tenant shall comply with all of the provisions of Article 6 and all of the other terms and provisions of this Lease relating to Tenant's performance of Alterations. Tenant shall complete such restoration and repairs with diligence and in a good and workmanlike manner. Upon Tenant's completion of such repairs and restorations so that the demised premises shall be in substantially the same condition as they existed immediately prior to the occurrence of the casualty and otherwise in condition reasonably satisfactory to Landlord, and provided that (i) Tenant shall have delivered to Landlord documentary proof, reasonably satisfactory to Landlord, that all contractors, subcontractors, vendors, laborers and other persons or parties furnishing work, labor or materials to or for the benefit of the demised premises have been paid in full, (ii) no mechanic's or similar liens have been filed against the demised premises by reason of any such period during work, labor or materials, which Landlord is repairing liens remain undischarged of record, (iii) a valid certificate of occupancy has been issued and restoring remains in effect with respect to the Parking Facilitydemised premises, the rental payable and (iv) no default by Tenant under this Lease is continuing, then Landlord shall xxxxx. The abatement deliver to Tenant any insurance proceeds theretofore received by Landlord with respect to the casualty damage and not theretofore expended by Landlord in connection with the repair or restoration of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationdemised premises.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonare destroyed or rendered untenantable, shall be damaged either wholly or destroyed in part, by fire or other unavoidable casualty, Landlord may, at its option, either (a) terminate this Lease as provided herein, (b) allow Tenant to terminate this Lease as provided herein, or (c) restore the Premises to their previous condition, and in the meantime the monthly rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the whole thereof. If Landlord elects not to restore the Premises and to terminate this Lease, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to so notify Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than within thirty (30) consecutive daysdays after receipt from Tenant of notice that Tenant deems the Premises untenantable ("Tenant's Notice"). If Landlord elects to restore the Premises, includingthen Landlord shall so notify Tenant within thirty (30) days after receipt from Tenant of Tenant's Notice, without limitationand shall begin the restoration work within sixty (60) days of such date, any such period during in which event this Lease will continue in full force and effect. If Landlord fails to notify Tenant of its election within thirty (30) days after receipt from Tenant of Tenant's Notice, then Tenant may terminate this Lease immediately upon written notice to Landlord. If the damage is repairing and restoring due directly or indirectly to the Parking Facilityfault or neglect of Tenant, the rental payable by Tenant shall xxxxx. The or its officers, contractors, licensees, agents, servants, employees, guests, invitees or visitors, there will be no abatement of rent. If the rent shall Building or the Premises are destroyed or damaged by fire or other casualty insured against under Landlord's fire and extended coverage insurance policy to the extent that more than fifty percent (50%) of either is rendered untenantable, or if the Building or the Premises are destroyed or materially damaged by any other casualty other than those covered by such insurance policy, notwithstanding that the Premises may be unaffected directly by such destruction or damage, Landlord may, at its election, terminate this Lease by notice in writing to Tenant within sixty (60) days after such destruction or damage. Such notice will be effective thirty (30) days after receipt thereof by Tenant. If the exclusive remedy of Tenant against Premises are damaged or destroyed and Landlord in the event of a casualty involving elects to repair and reconstruct the Premises, then the term of this Lease will, at Landlord's option, be extended for the time required to complete such repair and reconstruction. Tenant hereby waives all claims against Landlord for any compensation shall not be required to repair or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damagerestore fixtures, destruction, repairimprovements, or restorationother property of Tenant.

Damage or Destruction. If, 14.1. If at any time during the Term of this AgreementLease, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the notify Tenant within sixty (60) days after such damage or destruction as to the Premises and amount of time Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation reasonably estimates it will take to restore the Premises. If the restoration time is estimated to exceed one hundred fifty (150) days from the date of such damage or destruction (destruction, either Landlord or Tenant may elect to complete any restoration) during terminate this Lease upon written notice to the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has other party given no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more later than thirty (30) consecutive daysdays after Landlord's notice. If neither party elects to terminate this Lease and if Landlord estimates that restoration will take one hundred fifty (150) days or less, includingthen, without limitationsubject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the Premises excluding the improvements installed by Tenant or by Landlord and paid for by Tenant, subject to delays arising from the collection of insurance proceeds or from Force Majeure events. Tenant, at Tenant's expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds or from Force Majeure events, all repairs or restorations not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either party may terminate this Lease if the Premises are damaged during the last twelve (12) months of the Lease Term and Landlord reasonably estimates that it will take more than one (1) month to repair such damage. Tenant shall pay to Landlord with respect to any such period during which Landlord is repairing and restoring damage to the Parking FacilityPremises caused by Tenant or any employee, agent, contractor or invitee of Tenant, the rental payable amount of the commercially reasonable deductible (which shall not exceed $10,000.00) under Landlord's insurance policy within ten (10) days after presentment of Landlord's invoice. If the damage caused by Tenant, or Tenant's employees, agents, contractors or invitees, involves the premises of other tenants, Tenant shall xxxxx. The abatement pay the portion of the rent deductible that the cost of the restoration of the Premises bears to the total cost of restoration, as determined by Landlord. Base Rent and Operating Expenses shall be abated for the period of repair and restoration proportionately based upon the area of the Premises which is not usable by Tenant. Notwithstanding the foregoing, in no event shall Base Rent or Operating Expenses xxxxx or shall any termination occur if damage to or destruction of the Premises is the result of the negligence or willful act or omission of Tenant, or Tenant's employees, agents, contractors or invitees. To the extent Tenant is entitled to such abatement, such abatement shall be the exclusive sole remedy of Tenant, and except as provided herein, Tenant against Landlord in waives any right to terminate the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation Lease based upon such damage or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during In the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: event (i) the Premises are damaged by fire, explosion or other casualty must be insured under Landlord's fire and extended coverage insurance policies, and Landlord’s obligation is limited policy (an "Insured Casualty") to the extent of twenty-five percent (25%) or more of the insurance proceeds received by Landlordinsurable value thereof immediately preceding the casualty, (ii) Landlord’s duty to repair and restore the Building of which the Premises shall not begin until receipt are a part is damaged by an Insured Casualty to the extent of fifty percent (50%) or more of the insurance proceedsinsurable value thereof immediately preceding the casualty, or (iii) the Premises are damaged by a casualty or occurrence other than Insured Casualty, Landlord may terminate this Lease by giving Tenant written notice of termination within sixty (60) days after the happening of the event causing the damage. In the event the damage is not extensive enough to give rise to Landlord’s lender(s) must permit 's option to terminate this Lease or Landlord does not elect to terminate this Lease, Landlord shall promptly repair and replace the insurance proceeds roof, exterior walls (excluding store front), foundation and any other improvements furnished as a part of Landlord's Work or existing on the date that Tenant was entitled to access to the Premises pursuant to Section 1.02, to the condition existing immediately preceding such fire, explosion or other casualty. Upon completion of such repairs and replacements by Landlord, Tenant shall promptly repair or replace all portions of the Premises not repaired or replaced by Landlord and repair or replace all furniture, fixtures and equipment to the condition existing immediately preceding such fire, explosion or other casualty. During any period of reconstruction or repair of the Premises, Tenant shall operate its business in the Premises to the extent practicable. Rent or other sums payable under this Lease shall be used for abated during the period of such repair and restoration, (iv) Landlord shall have no obligation restoration in proportion to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year area of the Term or of any Option Period if Tenant has delivered notice that it Leased Premises which is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable useable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationconnection with its business operations.

Damage or Destruction. Ifof Option Property by Casualty or ------------------------------------------------------- Condemnation. Owner and Option-Holder agree that, during except as hereafter modified, ------------ the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable Lease provisions for the continued conduct portions of the Tenant’s and its invitees activities thereonOption Property which are leased by Option-Holder shall govern their respective obligations if, shall be after Option- Holder's exercise of the Purchase Option, any portion of the Option Property is damaged or destroyed by fire or other casualtycasualty or subjected to eminent domain proceedings (together, then Landlord "Casualty"). If the Lease shall be terminated as a result of a Casualty, Option-Holder shall have the option either (a) to purchase the Option Property in its "as is" condition, in which case no adjustment shall be made to the Option Price other than a credit to Option- Holder for the amount of Owner's insurance deductible and all insurance proceeds or condemnation award ("Casualty Compensation"), as applicable, received by Owner prior to such Closing Date and Owner shall assign to Option-Holder all of Owner's rights to such insurance Casualty Compensation, or (2) to terminate its exercise of the Purchase Option in which case this Agreement shall be null and void and neither party shall have any further rights or obligations hereunder. If, however, any mortgagee of the Option Property requires that Casualty Compensation be applied against outstanding indebtedness secured by its mortgage, Option-Holder shall be entitled to retain all insurance proceeds payable by reason of and with respect to a credit against the damage or destruction to Purchase Price in the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent amount of the insurance proceeds Casualty Compensation not received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationOption-Holder.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtycasualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the insured Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord's sole opinion, be completed within two hundred ten (210) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of repair of improvements within the Premises by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as so assigned by Tenant, such excess costs shall be paid by Tenant to Landlord prior to Landlord's repair of such damage. If repairs cannot, in Landlord's opinion, be completed within two hundred ten (210) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord's insurance policies. Finally, if the Premises or the Project is damaged to any substantial extent during the last twelve (12) months of the Term and Tenant elects not to exercise any existing renewal option in its favor (which has not been previously waived or expired), then notwithstanding anything contained in this Article 16 to the contrary, Landlord and/or Tenant shall have the option to terminate this Lease by giving written notice to the other party of the exercise of such option within sixty (60) days after the parties learn of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and with equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Tenant acknowledges that Tenant shall have no right to any proceeds of insurance carried by Landlord relating to property damage. With respect to any damage which Landlord is obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases its rights under the provisions of Sections 1932 and 1933 of the California Civil Code. This paragraph shall apply only in the event of damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent not arising out of the insurance proceeds received by Landlordgross negligence or willful misconduct of Tenant or its agents, (ii) Landlord’s duty to repair and restore employees, licensees, invitees, subtenants, affiliates, successors, assigns, contractors or subcontractors, where the Premises shall not begin until receipt are rendered untenantable as a result of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or in question and Landlord does not elect to complete any restoration) during terminate this Lease pursuant to the last year provisions above. If the estimated completion date of the Term repairs to the damage or of any Option Period if Tenant has delivered notice that it destruction is not renewing greater than two hundred ten (210) days after the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) date Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as learns of the Commencement Date. During the period in which the Parking is unavailable to a damage, Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more may elect, no later than thirty (30) consecutive daysdays after Tenant's receipt of a certificate from Landlord describing the scope of the restoration and repair obligations and estimating the date said obligations are expected to be substantially completed so Tenant can resume normal business operations, includingto terminate this Lease by written notice to Landlord effective as of the date specified in Tenant's notice, without limitationwhich date shall be not greater than sixty (60) days after the date of delivery of Tenant's notice. Furthermore, if neither Landlord nor Tenant have terminated this Lease and the repairs are not actually completed within two hundred ten (210) days after the date Landlord learns of the damage (which two hundred ten (210) day period shall be extended only by delays resulting from the gross negligence or willful misconduct of Tenant and/or its agents, employees, licensees, invitees, subtenants, affiliates, successors, assigns, contractors or subcontractors), Tenant shall have the right to terminate this Lease within five (5) business days after the end of such period, by written notice to Landlord (the "Damage Termination Notice"), effective as of the date set forth in the Damage Termination Notice (the "Damage Termination Date"), which Damage Termination Date shall not be less than five (5) business days following the end of such period. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for a period ending thirty (30) days after the Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of Landlord's receipt of the Damage Termination Notice, a certificate of Landlord's contractor responsible for the repair of the damage certifying that it is such contractor's good faith judgment that the repairs shall be substantially completed within thirty (30) days after the Damage Termination Date. If repairs shall be substantially completed prior to the expiration of such thirty (30) day period, then the Damage Termination Notice shall be of no force or effect but if the repairs shall not be substantially completed within such thirty (30) day period, then this Lease shall terminate upon the expiration of such thirty (30) day period. If Landlord undertakes repair and/or restoration pursuant to the provisions above and thereafter determines that it will not be able to complete the same within the two hundred ten (210) day period set forth herein, then Landlord shall promptly notify Tenant thereof and shall provide Tenant with Landlord's revised estimate of the date upon which Landlord will complete the same ("Revised Completion Date"). Within fifteen (15) business days after Tenant's receipt of such notice, Tenant shall have the right, but not the obligation, to elect to terminate this Lease or to agree to extend the two hundred ten (210) day period to the Revised Completion Date. Tenant's failure to elect to terminate or to extend such time period to the Revised Completion Date by written notice to Landlord within such fifteen (15) business day period shall be conclusively deemed to be Tenant's election to extend the time to the Revised Completion Date. Upon any such period during which Landlord is repairing and restoring the Parking Facilitytermination of this Lease pursuant to this Article 16, the rental payable by Tenant shall xxxxx. The abatement pay the rent and all other amounts due under this Lease, properly apportioned up to such date of termination, and both parties hereto shall thereafter be freed and discharged of all further obligations accruing after such termination, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationTerm.

Damage or Destruction. If, during In the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render event the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are damaged or destroyed by fire or other casualtyinsured 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, then Landlord the damage shall be entitled to retain all insurance proceeds payable repaired by reason and at the expense of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the such insurance proceeds received by Landlordavailable therefor, (ii) provided such repairs can, in Landlord’s duty reasonable opinion, be made within two hundred seventy (270) days after the occurrence of such damage without the payment of overtime or other premiums. Until such repairs are completed, the rent shall continue to repair be paid by Tenant’s rental insurance and restore shall otherwise be abated to the extent the Premises shall not begin until receipt of the insurance proceedsare rendered untenantable. If repairs cannot, (iii) in Landlord’s lender(sreasonable opinion be made within two hundred seventy (270) must permit the insurance proceeds to be used for such repair and restorationdays, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to notify Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than within thirty (30) consecutive daysdays the occurrence of such damage of its determination, includingin which event, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord or in the event such repairs are commenced but are not substantially completed within two hundred seventy (270) days of a the date of such occurrence, either party may, by written notice to the other, cancel this Lease as of the date of the occurrence of such damage. Except as provided in this Section, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Xxxxxx’s business or property arising from any such fire or other casualty involving or from the Premisesmaking or not making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant hereby waives all claims against understands that Landlord for will not carry insurance of any compensation kind on Tenant’s furniture or furnishings or on any fixtures or equipment removable by Tenant under the provisions of this Lease and that Landlord shall not be obliged to repair any damage thereto or replace the same. Landlord shall not be required to repair any injury or damage for loss caused by fire or other cause, or to make any repairs or replacements to or of use of the whole or any part of improvements installed in the Premises and/or by or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationTenant.

Damage or Destruction. If12.1 Except as otherwise provided for herein, if at any time during the Lease Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building is damaged or destroyed destroyed, and this Lease is not terminated by fire Landlord pursuant to Section 12.2 or other casualty12.3, then Landlord this Lease shall be entitled to retain all insurance proceeds payable by reason of remain in full force and with respect to the damage or destruction to the Premises effect, and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner with due diligence, subject to the following terms and conditions: any delaying cause, reconstruct (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of available net insurance proceeds) Landlord’s Work as described in Exhibit C, if any, and the insurance proceeds received Building shell to approximately the same condition as same existed on the Commencement Date, with such modifications thereto as may be reasonably required in connection with the reconstruction of the balance of the Shopping Center; promptly upon completion of such work by Landlord, (ii) LandlordTenant, at Tenant’s duty sole cost and expense, shall reconstruct Tenant’s Work and shall replace Tenant’s Tenant’s Work and Tenant’s merchandise, Improvements, trade fixtures, furnishings, signs and other personal property to repair a condition at least equal to that prior to the occurrence of the casualty. Reconstruction by Tenant shall conform to the provisions of Exhibit C and restore Articles 2 and 9. Tenant shall continue to occupy the Premises shall not begin until receipt of to the insurance proceedsextent, (iii) Landlord’s lender(s) must permit if any, that such occupancy is reasonably practicable to the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any conduct of Tenant’s employeesbusiness during reconstruction, contractors, agents or invitees, (v) Landlord shall have no obligation such determination to restore be made in the damage or destruction (or to complete any restoration) during the last year reasonable business judgment of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementTenant, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental Minimum Rent payable by Tenant shall xxxxx. The abatement be abated by Landlord proportionately with the degree to which Tenant’s use of the rent shall be Premises is impaired, commencing from the exclusive remedy date of Tenant against the casualty and continuing until Landlord in the event of a casualty involving the Premiseshas substantially completed its reconstruction obligations under this Section 12.1. Tenant hereby waives all claims against Landlord for shall not be entitled to any compensation or damage damages from Landlord for loss of use of the whole or any part of the Premises and/or for Premises, the Building, or Tenant’s personal property, or any inconvenience or annoyance occasioned by any casualty and any resulting such damage, destructionreconstruction or replacement of the Premises or any other part of the Shopping Center. In the event the insurance proceeds available to Tenant are insufficient to restore the Premises or Tenant’s current prototype restaurant design has changed, repair, or restorationLandlord shall not unreasonably withhold its consent to changes to the appearance of the Premises to permit restoration of the Premises.

Damage or Destruction. See Rider Item #15. If, during the Term term of --------------------- this AgreementLease, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Improvements are so damaged or destroyed by fire insured casualty so as to render the Improvements unfit for occupancy by Tenant for the purposes set forth in section 3 of this Lease, and if the Improvements cannot in the sole judgment of Landlord be repaired, restored or other casualtyrebuilt within five (5) months from the happening of such damage or destruction, then Landlord or Tenant may terminate this Lease as of the date of such damage by giving the other notice in writing with respect thereto within thirty (30) days from the date of such happening. In such case, rental hereunder shall xxxxx as of the date of such damage or destruction and Landlord shall be entitled to retain all insurance proceeds payable by reason resulting from such damage or destruction. Landlord shall refund to Tenant any unearned rent paid in advance and Tenant shall as expeditiously as is reasonable under the circumstances remove such of its property as it is required to remove under the provisions of section 12 hereof and shall surrender the Leased Premises to Landlord who may enter upon and repossess the same, and all further liability Tenant and Landlord hereunder shall thereupon cease. In the event any such damage to or destruction of the Improvements can in the sole judgment of Landlord be repaired within a period of five (5) months after the happening thereof, Landlord shall repair, restore or rebuild the Improvements and Tenant's Improvement with respect to all reasonable dispatch and in a good workmanlike manner, and this Lease shall not be affected in any manner, except that the liability of Tenant for rent shall be suspended for the period during which such repair, restoration or rebuilding is being made. However, if the damage or destruction is such as not to render the Premises and Improvements totally unfit for the occupancy by Tenant for the purposes set forth in section 3 of this Lease, Landlord shall rebuild or reconstruct repair the Parking Facility in a commercially Improvements with all reasonable dispatch and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited rentals hereunder shall xxxxx pro rata to the extent that portions of the Leased Premises are not available for use by Tenant. In either situation provided for in this paragraph, Landlord shall be entitled to receive and retain all insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for resulting from such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (destruction. Notwithstanding the foregoing provisions of this section 15, if the Improvements shall be destroyed or to complete any restoration) in the judgment of Landlord substantially damaged by insured casualty during the last year two (2) years of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term term of this Agreement pursuant Lease, Landlord may, within 30 days after the occurrence of such damage or destruction, cancel and terminate this Lease by giving written notice to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementTenant, and (vi) Landlord if such notice is given, this Lease shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed expire as of the Commencement Date. During date of such destruction with the period in which same effect as though that date was the Parking is unavailable to a Tenant for any reason caused by Landlord during date of the Term expiration of the term of this Agreement for a period Lease, rental hereunder shall xxxxx as of more than thirty (30) consecutive daysthe date of such damage or destruction, includingLandlord shall be entitled to retain all insurance proceeds resulting from such damage or destruction, without limitationLandlord shall refund to Tenant any unearned rent paid in advance, any and Tenant shall as expeditiously as is reasonable under the circumstances remove such period during which of its property as it is required to remove under the provisions of section 12 hereof and shall surrender the Leased Premises to Landlord who may enter upon and repossess the same, and all further liability Tenant and Landlord hereunder shall thereupon cease. If this Lease is repairing not so cancelled and restoring the Parking Facilityterminated, the rental payable by Tenant shall xxxxx. The abatement provisions of the rent foregoing paragraphs of this section 15 shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationcontrol.

Damage or Destruction. If, during If a "material" part (as hereinafter defined) of any Property (or the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Yonkers Property) is damaged or destroyed by fire or other casualty, then Landlord Seller shall notify Purchaser of such fact and, except as hereinafter provided, Purchaser shall have the option to exclude such Property (or Ground Lease) from the Group A Portfolio upon notice to Seller given not later than ten (10) days after receipt of Seller's notice. In the event a Property (or Ground Lease) is excluded as aforesaid, such excluded Property (or Ground Lease) shall not be subject to the provisions of Section 9 hereof, and (a) the Purchase Price shall be reduced by the allocation for such Property (or Ground Lease) in Section 2.1(b), (b) the portion of the Downpayment allocable to such Property (or Ground Lease) shall be reallocated equally among the remaining portion of the Group A Portfolio, (c) the balance of the Group A Portfolio shall be otherwise unaffected, and (d) Seller shall be free to sell such Excluded Property to any third party, without any claim by or liability to Purchaser. If (x) Purchaser does not elect to exclude such Property (or Ground Lease), or (y) there is damage to or destruction of an "immaterial" part ("immaterial" is herein deemed to be any damage or destruction which is not "material", as such term is hereinafter defined) of any Property (or the Yonkers Property), Purchaser shall close title as provided in this Agreement and, at the Closing, Seller shall, unless Seller has repaired such damage or destruction prior to the Closing, (A) pay over to Purchaser the proceeds of any insurance collected by Seller less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction, (B) credit Purchaser at Closing with the amount of any deductible under the policy for the applicable Property (or Yonkers Property), and (C) assign and transfer to Purchaser all right, title and interest of Seller in and to any uncollected insurance proceeds which Seller may be entitled to retain all insurance proceeds payable by reason of and with respect to the receive from such damage or destruction destruction. A "material" part of a Property (or Yonkers Property) shall be deemed to have been damaged or destroyed if the Premises and Landlord cost of repair or replacement, as reasonably estimated by Seller, shall rebuild or reconstruct exceed the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: greater of (ia) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent two percent (2%) of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt Purchase Price of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction Property (or to complete any restorationGround Lease) during the last year of the Term set forth in Section 2.1(b); or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vib) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration$250,000.00.

Damage or Destruction. If, If at any time during Phase II the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Tangible Assets are damaged or destroyed and such damage or destruction was caused by fire a casualty covered by an insurance policy required by Article 13 of the Participation Agreement, WKEC shall, to the extent insurance proceeds are made available to WKEC and to the extent consistent with the Prudent Utility Practice, use such proceeds to restore the Tangible Assets as soon as reasonably possible to substantially the same general condition, character or other casualtyuse as existed before the damage and this Agreement shall remain in effect; provided, then Landlord shall be entitled however, that to retain the extent that any Enhancement or Major Capital Improvement has been damaged or destroyed as a result of a casualty covered by an insurance policy, (i) all insurance proceeds payable by reason of and associated with respect to the such damage or destruction shall belong to the Premises WKEC to be applied by WKEC as it may determine in its sole discretion and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises WKEC shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have under no obligation to restore such Enhancement or Major Capital Improvement. In the event that WKEC determines that it will not restore such Enhancement or Major Capital Improvement, WKEC agrees that (i) it shall, prior to the Termination Date, continue to maintain the Tangible Assets (including the remains of such Enhancement or Major Capital Improvement) in accordance with Prudent Utility Practice, all Laws and requirements of all insurance policies in effect pursuant to Article 13 of the Participation Agreement and (ii) remove from the Real Property, at its sole expense, the remains of such Enhancement or Major Capital Improvement, no later than the Termination Date (or within a reasonable period thereafter in the event such termination occurs prior to the December 31st that is closest to the twenty-fifth anniversary of the Effective Date). To the extent the capital cost of such restoration of Tangible Assets, other than Enhancements and Capital Improvements (determined in accordance with Accounting Practices) (i) is not covered by the proceeds of insurance and (ii) is not covered by LG&E Self-Insurance proceeds, then such capital cost shall, to the extent consistent with Section 8.1, be deemed payments for Capital Assets pursuant to an approved modification of the Annual Capital Budget and shall be paid for in accordance with the provisions of Sections 8.3 and 8.4, provided that the Capital Asset Sharing Ratios applied to such restoration shall be those appropriate based on whether it is a Non-Incremental Capital Cost or Incremental Capital Cost, and further provided that these costs will be paid for by WKEC and Big Rivers unless such damage or destruction resulted from (a) the gross negligence or willful misconduct of WKEC or its Affiliates, in which case WKEC shall bear such additional costs alone or (b) from the gross negligence or willful misconduct of Big Rivers, in which case Big Rivers shall bear such additional cost alone. WKEC agrees that it shall, upon Big Rivers' request on the Termination Date (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the reasonable period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord thereafter in the event of a casualty involving such termination occurs prior to the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use December 31st that is closest to the twenty-fifth anniversary of the whole Effective Date), remove any Enhancement or any part Major Capital Improvement from the Real Property, which removal shall be effected in a manner such that it will not adversely affect the value or utility of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationremaining Assets.

Damage or Destruction. IfSubject to the termination rights contained in this Section C.8, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render if the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other casualtycasualty during the Lease Term, then the Landlord may, at its option and as hereinafter provided, repair the Premises to as nearly as practicable substantially the same condition as existed prior to such damage or destruction, with the exception of Tenant’s personal property listed in attached Exhibit J, the repair or restoration of which shall be Tenant’s sole obligation and expense. Total destruction of the Premises as determined by Landlord shall result in the immediate termination of this Lease upon notice to Tenant. If in Landlord’s reasonable determination, the Premises are not totally destroyed but cannot be entitled to retain all insurance proceeds payable by reason repaired within sixty (60) days of and with respect the date of such partial destruction, the Landlord shall provide written notice to the damage Tenant estimating the length of time necessary to complete such repairs, and Tenant shall have fourteen (14) business days thereafter to elect to terminate this Lease upon written notice to Landlord. If Tenant does not so elect to terminate this Lease or destruction does not provide Landlord with written notice of Xxxxxx’s election to terminate, Tenant shall be deemed to have irrevocably waived its termination rights under this Section C.8. If the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited are damaged to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) that Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that deems it is not renewing economically practical to repair the Term same, in Landlord’s sole judgment, Landlord shall so notify Tenant in writing and this Lease shall terminate effective as of this Agreement pursuant to Section 2.2 the date of such damage or if destruction. If Tenant has no more extension options right to terminate this Lease or waives the right of termination pursuant to this AgreementSection C.8, and (vi) if Landlord elects to repair such damage, repairs shall commence as soon as practicable after the occurrence of such damage following Tenant’s irrevocable waiver of its rights of termination hereunder. Landlord shall rebuild or reconstruct the Parking Facility not, in any event, be liable to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive dayslost profits or direct, includingindirect, without limitationconsequential, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable or incidental damages suffered by Tenant shall xxxxxresulting from any casualty damage. The abatement of the rent Rent shall be pro-rated as the exclusive remedy result of Tenant against Landlord in the event of a casualty involving any damage or repairs to the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render Section 7.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, or any Building or any part thereof shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, then ordinary or extraordinary, foreseen or unforeseen during the Term, (a) Landlord shall pay over to Tenant, upon the terms set forth in Section 7.2 and Section 7.3, any moneys which may be entitled to retain all insurance proceeds payable recovered by reason of and with respect Landlord or any Mortgagee (to the extent available to Landlord) from property insurance procured or paid for by Tenant as required by this Lease (or by an Operating Subtenant as permitted by this Lease), (b) this Lease shall be unaffected thereby and shall continue in full force and effect, and (c) Tenant shall, at Tenant’s sole cost and expense, expeditiously and in a good and workmanlike manner, cause such damage or destruction to be remedied or repaired (the “Restoration”) by restoring the Premises to substantially the same condition and Landlord shall rebuild configuration as immediately prior to such damage or reconstruct the Parking Facility in a commercially reasonable destruction with such modifications as are reasonably desired by Tenant and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received are approved by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall such approval not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restorationunreasonably withheld, (iv) Landlord conditioned or delayed. All Restoration work shall have no obligation to repair and restore any personal property on be performed in accordance with the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term provisions of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysLease, including, without limitation, the provisions of Section 5.4 and 5.5 hereof. Tenant hereby waives the provisions of any Applicable Law to the contrary and agrees that the provisions of this Article 7 shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Premises with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such period during Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant’s cost and expense (which costs and expense shall be limited to the amounts necessary to restore the Premises to substantially the same condition and configuration as immediately prior to the damage or destruction, as reasonably estimated in writing by a licensed third‑party architect or contractor selected by mutual agreement of Tenant and Landlord) and the cost thereof shall be payable within five (5) days after written demand as Supplementary Rent, together with interest thereon from the date of demand until paid at the Default Rate. In addition, if Landlord so completes the Restoration as provided hereunder, Landlord shall be entitled to a reasonable supervisory fee from Tenant to compensate Landlord for administering the Restoration. The obligations of Tenant under this Section 7.1 shall survive the expiration or earlier termination of this Lease, but solely with respect to any damage or destruction requiring Restoration which occurs prior to the expiration or earlier termination of this Lease. In the event of damage or destruction to one or more Facilities that occurs in the last two (2) years of the last remaining Extended Term or the last fifteen (15) months of the initial Term or the first Extended Term, and is repairing reasonably expected to take longer than one hundred twenty (120) days to restore, Tenant shall have the option, to terminate this Lease only as to such damaged Facility (in which event such Facility shall be deleted from Premises) and restoring all insurance proceeds shall be released to Landlord (excluding, to the Parking extent Tenant elects to terminate this Lease in accordance with this Section in the last two (2) years of any Extended Term, the amount of Tenant’s Unamortized Improvement Costs with respect to such Facility, which shall be paid by Landlord to Tenant). Notwithstanding the rental payable by foregoing or any other language to the contrary herein, Tenant shall xxxxxnot be permitted to extend the Term, and shall waive all rights to any remaining Extended Terms to the extent Tenant elects to exercise the foregoing option with respect to any one (1) or more Facilities and any such termination election shall be deemed a notice of Tenant’s election not to renew. The abatement Upon such removal of the rent Premises for such Facility from this Lease, (i) this Lease shall be of no further force and affect with respect to such Premises, except that any obligation or liability of either party, actual or contingent, under this Lease with respect to such Premises which has accrued on or prior to the exclusive remedy date of Tenant against Landlord termination with respect to the applicable Facility shall survive, (ii) any prepayment of Rent on account of such damaged or destroyed Facility shall be prorated between the parties, (iii) effective as of the date of damage or destruction (the “Damage Date”), the Base Rent payable hereunder shall be reduced by the Base Rent payable hereunder immediately prior to the Damage Date multiplied by a fraction, (A) the numerator of which is the Facility EBITDAR for such Facility for the twelve (12) full calendar months immediately prior to the month in which the Damage Date occurs (or the most recent twelve (12)‑month period where the Facility was fully operational if not fully operational during such time), and (B) the denominator of which is the Facility EBITDAR for all of the Facilities for the twelve (12) full calendar months immediately prior to the month in which the Damage Date occurs (or the most recent twelve (12)‑month period when the Facilities were fully operational if not fully operational during such time), and (iv) so long as no Default or Event of Default is continuing hereunder (other than a Default or an Event of Default resulting from the casualty resulting in the removal of the Premises for such Facility from this Lease), the Capital Expenditures Deposit with respect to such particular Facility shall be released to Tenant. In the event of a casualty involving partial destruction or other damage that results in the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use reduction of the whole number of licensed beds at a Facility, the terms and conditions of this Lease that are determined based upon the number of licensed beds shall be adjusted to the lower number of licensed beds permitted as a result of such partial destruction or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting other damage, destruction, repair, or restorationand such reduction shall not be the basis for an Event of Default.

Damage or Destruction. If(a) If the Building, during or the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct Common Areas of the Property necessary for Tenant’s use and its invitees activities thereonoccupancy of the Building, shall be are damaged or destroyed by fire in whole or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: part under circumstances in which (i) the casualty must be insured repair and restoration is permitted under Landlord's insurance policiesapplicable governmental laws, regulations and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, building codes then in effect and (ii) Landlord’s duty to repair and restore restoration reasonably can be completed within a period of one (1) year (or, in the Premises shall not begin until receipt case of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) an occurrence during the last year of the Term term of this Lease, within a period of sixty (60) days) following the date of the occurrence, then Landlord, as to the Common Areas of the Property and the Building Shell (as such term is defined in the Existing Lease, but interpreted and applied with reference to the Building), and Tenant, as to the Tenant Improvements (as such term is defined in the Existing Lease, but interpreted and applied with reference to the Building) in the Building, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be required to return the affected portions of the Property to a condition comparable to that existing immediately prior to the occurrence. In the event of damage or destruction the repair of any Option Period if Tenant has delivered notice that it which is not renewing permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or destruction (despite being corrected to the Term of extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant’s ability to conduct its business in the Building, then either party may terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed Lease as of the Commencement Date. During date of the period in which occurrence by giving written notice to the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than other within thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring days after the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement date of the rent occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair Tenant’s ability to conduct its business in the Building, then this Lease shall continue in full force and effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant’s Operating Cost Share of Operating Expenses, based upon the exclusive remedy of extent to which Tenant’s ability to conduct its business in the Building is impaired, and Landlord and Tenant against Landlord in respectively shall restore the Common Areas and Building Shell and the Tenant Improvements to a complete architectural whole and to a functional condition. In the event of a casualty involving damage or destruction which cannot reasonably be repaired within one (1) year (or, in the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss case of use an occurrence during the last year of the whole or any part term of this Lease, within a period of sixty (60) days) following the date of the Premises and/or for any inconvenience occurrence, then either Landlord or annoyance occasioned Tenant, at its election, may terminate this Lease as of the date of the occurrence by any casualty giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, then this Lease shall continue in full force and any resulting damage, destruction, repair, or restorationeffect and Landlord and Tenant shall each repair and restore applicable portions of the Property in accordance with the first sentence of this Section 15.1.

Damage or Destruction. IfIn the event of a fire or other casualty in the Premises, during Tenant shall immediately give Landlord notice thereof. Except as provided to the Term of this Agreementcontrary in Section 7.02 below, the entire Parking Facility or such portion thereof as shall render Landlord and Tenant agree that if the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged are partially or totally destroyed by fire or other casualty, then Landlord shall be entitled may, at its option, repair and restore the Premises, or Landlord may terminate this Lease. In the event that Landlord does not elect to retain all insurance proceeds payable by reason terminate this Lease as a result of and with respect to the such damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under destruction, then Landlord's insurance policies, and Landlord’s obligation is limited at its expense, but only to the extent of the insurance proceeds received by Landlordproceeds, (ii) Landlord’s duty to shall repair and restore the Premises as soon as reasonably practicable to substantially the same condition as the Premises were prior to the casualty, provided however, that Landlord's obligation hereunder shall not begin until receipt be limited to the repair and restoration of such of the insurance proceeds, (iii) Landlord’s lender(s) must permit improvements in the insurance proceeds Premises as were originally required to be used for such repair and restoration, (iv) made by Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or at Landlord's expense in accordance with "Exhibit D" of this Lease. Notwithstanding any of Tenant’s employeesthe foregoing provisions to the contrary, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of the Premises or the Building are totally destroyed or are damaged to the extent that repairs to be made by Landlord, as estimated by a casualty involving responsible contractor selected by Landlord, cannot be substantially completed within one hundred eighty (180) days from the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use date of the whole or any part casualty, Landlord shall forthwith give Tenant written notice of such estimate, and either party shall have the right, at its option, to terminate this Lease by giving the other party written notice of termination within seven (7) days after Tenant's receipt of notice of said estimate from Landlord. In the event of the Premises and/or are totally destroyed or so damaged by fire or other casualty covered by the fire and extended coverage insurance to be carried by Landlord under the terms of this Lease that the Premises cannot reasonably be used by Tenant for any inconvenience the purposes herein provided and this Lease is not terminated as above set forth, then there shall be a total abatement of Rent from the date of casualty until substantial completion of the repair and restoration work to be performed by Landlord; and this Lease shall continue in full force and effect for the balance of the Term. In the event the Premises are partially destroyed or annoyance occasioned damaged by any fire or other casualty so that the Premises can be used only partially by Tenant for the purposes herein provided and any resulting damagethis Lease is not terminated as above set forth, destruction, repair, then Rent shall be abated in the proportion which the approximate area of the damaged part bears to the total area in the Premises from the date of the casualty until the earlier of (i) Tenant's occupancy of such area or restoration(ii) substantial completion of the repair and restoration work to be performed by Landlord; and this Lease shall continue in full force and effect for the balance of the Term.

Damage or Destruction. IfIn the event (a) the Improvements are damaged by fire, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire explosion or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's the fire and extended coverage insurance policies, and Landlord’s obligation is limited policy required hereunder (an "INSURED CASUALTY") to the extent of thirty percent (30%) or more of the insurance proceeds received by Landlordinsurable value thereof immediately preceding the casualty, (iib) Landlord’s duty to repair and restore the Improvements are damaged by a casualty or occurrence other than an Insured Casualty, (c) such damage occurs at anytime within the last twelve (12) months of the Lease Term, or (d) the Premises shall not begin until receipt of the insurance proceedsor any portion thereof is damaged by fire, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair explosion or other casualty and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging cannot be repaired, rebuilt or restored to Tenant substantially the same condition, under any Legal Requirement or other governmental order or under any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation other agreement to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking Premises is unavailable to subject (a "PROHIBITED CASUALTY"), then in such event Landlord may terminate this Lease by giving Tenant for any reason caused by Landlord during the Term written notice of this Agreement for a period of more than termination within thirty (30) consecutive daysdays after the happening of the event causing the damage. In the event the damage is not extensive enough to give rise to Landlord's option to terminate this Lease, includinga Prohibited Casualty has not occurred, without limitationor Landlord does not elect to terminate this Lease, any Landlord shall promptly repair and replace the Improvements comprising the Premises existing immediately preceding such period during which fire, explosion or other casualty. Upon completion of such repairs and replacements by Landlord, Tenant shall promptly repair or replace all portions of the Premises not repaired or replaced by Landlord is repairing and restoring to the Parking Facilitycondition existing immediately preceding such fire, the rental payable explosion or other casualty. All work by Tenant shall xxxxxcomply with the requirements and limitations imposed by Landlord. The abatement During any period of reconstruction or repair of the rent Premises, Tenant shall operate its business in the Premises to the extent practicable. Base Rent shall be abated during the exclusive remedy period of Tenant against Landlord in such repair and restoration to the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of extent the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationis not tenantable.

Damage or Destruction. If, during prior to the Term Closing Date, A "MATERIAL" part (as hereinafter defined) of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is damaged or destroyed by fire or other casualty, then Landlord Seller shall be entitled to retain all insurance proceeds payable by reason promptly notify Purchaser of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiessuch fact and, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlordexcept as hereinafter provided, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Purchaser shall have no obligation the option to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant upon notice to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more Seller given not later than thirty (30) consecutive days, including, without limitation, any such period during which Landlord days after receipt of Seller's notice. If this Agreement is repairing and restoring the Parking Facilityso terminated, the rental payable by Tenant provisions of Section 15(c) shall xxxxxapply. The abatement If (i) Purchaser does not elect to terminate this Agreement, or (ii) there is damage to or destruction of an "IMMATERIAL" part ("IMMATERIAL" is herein deemed to be any damage or destruction which is not "MATERIAL", as such term is hereinafter defined) of the rent shall Premises, Seller shall, unless Seller has repaired such damage or destruction prior to the Closing, (x) pay over to Purchaser the proceeds of any insurance collected by Seller less the amount of all costs reasonably incurred by Seller in connection with the repair of such damage or destruction, (y) assign and transfer to Purchaser all right, title and interest of Seller in and to any uncollected insurance proceeds which Seller may be entitled to receive as a result of such damage or destruction, and (z) pay over to Purchaser the exclusive remedy amount of Tenant against Landlord in the event of a casualty involving the Premisesany applicable deductible. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any A "MATERIAL" part of the Premises and/or shall be deemed to have been damaged or destroyed if the cost of repair or replacement shall be $1,500,000 or more as reasonably estimated by an independent third-party reasonably acceptable to Purchaser, or if after repairs the casualty materially adversely affects access to the Premises. During the period from the Effective Date through the Closing Date, (i) Seller shall maintain the same casualty and liability insurance policies (or insurance policies providing coverage which is at least as favorable) with respect to the Premises that are in place as of the Effective Date, as disclosed by Seller to Purchaser and (ii) provided that Purchaser does not have the right to terminate this Agreement for such damage or destruction, Seller shall not settle any insurance claim for any inconvenience damage or annoyance occasioned by destruction to any casualty and any resulting damage, destruction, repair, or restorationmaterial part of the Premises.