Common use of Damage or Destruction Clause in Contracts

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. In the event of any material damage to or destruction of any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Court.

Damage or Destruction. If the Premises are partially damaged or destroyed by any casualty insured against under any insurance policy maintained by Landlord, Landlord shall repair the Premises to substantially the condition in which the Premises were immediately prior to such damage or destruction and collect insurance proceeds when dispensed. Lxxxxxxx’s obligation under the preceding sentence shall not exceed the lesser of the cost of the standard improvements installed by Landlord in the Premises, or the proceeds received by Landlord from any insurance policy maintained by Landlord. Until the Closingsuch repair is complete, the Assets Basic Monthly Rent shall remain at be abated proportionately commencing on the date of such damage or destruction as to that portion of the Premises rendered untenable, if any. If (a) by reason of such occurrence the Premises are rendered wholly untenable, (b) the Premises are damaged as a result of a risk not covered by insurance, (c) the Premises are damaged in whole or in part during the last twelve (12) months of Sellerthe Term, (d) the Premises or the Building (whether or not the Premises are damaged) is damaged to the extent of twenty-five percent (25%) or more of the then-replacement value of either or to the extent that it would take, in Landlord’s opinion, in excess of ninety (90) days to complete the requisite repairs, or (e) insurance proceeds adequate to repair the Property are not available to Landlord for any reason, Landlord may either elect to repair the damage or cancel this Lease by notice of cancellation within thirty (30) days after such event, and on such notice Tenant shall vacate and surrender the Premises to Landlord. In If Landlord elects to repair any such damage, any abatement of Basic Monthly Rent shall end on notice given by Landlord to Tenant that the event Premises have been repaired. If the damage is caused by the negligence of Tenant or Tenant’s Occupants, Basic Monthly Rent shall not axxxx. Except for abatement of Basic Monthly Rent, if any, Tenant shall have no claim against Landlord for any loss suffered by reason of any material damage to such damage, destruction, repair or destruction restoration, nor may Tenant terminate this Lease as the result of any of the Assets statutory provision in effect on or after the date hereof and prior of this Lease pertaining to the Closing (in any such case, a “Damage damage and destruction of the Premises or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafterthe Building. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any The proceeds of all insurance for such Damage or Destruction Loss carried by Tenant on Tenant’s furnishings, trade fixtures, leasehold improvements, equipment and other personal property shall be assigned held in trust by Tenant for the purpose of the repair and (if previously received by Seller and replacement of the same. Landlord shall not used prior to the Closing Date be required to repair any damage to, or destruction) paid to Purchaser make any restoration or replacement of, any furnishings, trade fixtures, leasehold improvements, equipment and other personal property installed in the Premises by Tenant or at Closing the direct or indirect expense of Tenant. Unless this Lease is terminated by Landlord pursuant to this Paragraph, Tenant shall be required to restore or replace such furnishings, trade fixtures, leasehold improvements, equipment and other personal property on damage or destruction in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount at least a condition equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed existing prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtevent.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. In the event the Premises or the Building are damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any material mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available therefor, provided such repairs can, in Landlord’s sole opinion, be made within two hundred forty (240) days after the occurrence of such damage without the payment of overtime or other premiums. Until such repairs are completed, the Base Rent and Additional Rent shall be abated in proportion to the part of the Premises 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 injury to or destruction 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 Assets after Building or the date hereof Premises or in or to fixtures, appurtenances and prior to 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 Closing (in any such case, a “Damage or Destruction Loss”) Seller provisions of this Lease and that Landlord shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date obliged to repair any damage thereto or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b)replace the same. If any such Damage or Destruction Loss is Landlord shall not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost required to repair any injury or restore the Assets affected damage caused by such Damage fire or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Lossother cause, or (ii) if such Assets are destroyed to make any repairs or damaged beyond repair replacements to or are not able to be repaired to substantially of improvements installed in the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given Premises by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtTenant.

Damage or Destruction. Until If the ClosingProject is damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the Assets damage shall remain 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 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 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 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 in such event this Lease shall continue in effect and the risk 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 Sellersuch 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 event 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, 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 material damage 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 Assets after Project or the date hereof Premises or in or to fixtures, appurtenances and prior 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 Closing (in any such case, a “Damage or Destruction Loss”) Seller same. Tenant acknowledges that Tenant shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all have no right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received carried by Seller and not used prior Landlord relating to the Closing Date property damage. With respect to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss which Landlord is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost obligated to repair or restore elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases its rights under the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence provisions of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost Sections 1932 and 1933 of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtCalifornia Civil Code.

Damage or Destruction. Until 17.1 If the ClosingPremises 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 Assets shall remain at Premises and the risk of Seller. In Building to substantially the event of any material damage to or destruction of any of the Assets after the date hereof and same condition they were in prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction; provided, however, that if in Landlord’s reasonable judgment such repair and restoration cannot be completed within two hundred seventy (270) paid to Purchaser at Closing in accordance days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with Section 1.4(bany insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser then Landlord shall have the right to reduce terminate this Lease by giving written notice of termination within forty five (45) days after the Cash Consideration 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 any insurance proceeds received by an amount equal 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 (ix) if such Assets are damage or destruction was caused by the act or omission of Tenant or any Agent of Tenant, then Tenant shall not destroyed or damaged beyond 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 are able restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds (including proceeds of insurance maintained by Tenant), Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction was caused by the act or omission of Tenant or any Agent of Tenant, then Tenant shall pay Landlord’s 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 required to restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (c) Landlord shall not be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost required to repair or restore any tenant improvements installed in the Assets affected 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 Section 13.3), (2) the holder of any Mortgage fails or refuses to make such Damage insurance proceeds available for such repair and restoration, (3) zoning or Destruction Loss other applicable Laws or regulations do not permit such repair and restoration, or (4) the damage to substantially the same condition that existed immediately prior to Building exceeds thirty five percent (35%) of the replacement value of the Building. 17.2 If, within forty five (45) days after the occurrence of the damage or destruction described in Section 17.1, Landlord determines in its sole but reasonable judgment that the repairs and restoration cannot be substantially completed within two hundred seventy (270) days after the date of such Damage damage or Destruction Lossdestruction as aforesaid, or (ii) if such Assets are destroyed or damaged beyond repair or are and provided Landlord does not able elect to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration terminate this Lease pursuant to this Section 4.12Article, Seller and Purchaser then Landlord shall negotiate in good faith in an effort to agree upon the amount promptly notify Tenant of such reductiondetermination. If For a period continuing through the parties are unable to reach agreement within five (5) Business Days after notice later of the Damage or Destruction Loss is given by Seller, then thirtieth (30th) day after the amount occurrence of the reduction damage or destruction or the tenth (10th) day after receipt of such notice, Tenant shall have the right to terminate this Lease by providing written notice to Landlord (which date of such termination shall be determined by not more than thirty (30) days after the Bankruptcy Courtdate of Tenant’s notice to Landlord). Notwithstanding any of the foregoing to the contrary, Tenant shall not have the right to terminate this Lease if the willful misconduct of Tenant or any Agent of Tenant shall have caused the damage or destruction.

Damage or Destruction. Until 17.1 If the ClosingPremises 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 Assets shall remain at Premises and the risk of Seller. In Building to substantially the event of any material damage to or destruction of any of the Assets after the date hereof and same condition they were in prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction; provided, however, that if in Landlord’s reasonable judgment such repair and restoration cannot be completed within two hundred seventy (270) paid to Purchaser at Closing in accordance days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with Section 1.4(bany insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser then Landlord shall have the right to reduce terminate this Lease by giving written notice of termination within forty-five (45) days after the Cash Consideration 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 any insurance proceeds received by an amount equal 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 (ix) if such Assets are damage or destruction was caused by the gross negligence or willful misconduct of Tenant or any Agent of Tenant, then Tenant shall not destroyed or damaged beyond 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 are able restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds (including proceeds of insurance maintained by Tenant), Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction was caused by the negligent act or omission 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 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 repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost required to repair or restore any tenant improvements installed in the Assets affected 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 Section 13.3), (2) the holder of any Mortgage fails or refuses to make such Damage insurance proceeds available for such repair and restoration, (3) zoning or Destruction Loss other applicable Laws or regulations do not permit such repair and restoration, or (4) the damage to substantially the same condition that existed immediately prior to Building exceeds thirty-five percent (35%) of the replacement value of the Building. 17.2 If either (a) within forty-five (45) days after the occurrence of the damage or destruction described in Section 17.1, Landlord determines in its sole but reasonable judgment that the repairs and restoration cannot be substantially completed within two hundred seventy (270) days after the date of such Damage damage or Destruction Loss, destruction or (iib) if such Assets are destroyed Tenant requests in writing, following any damage or damaged beyond repair or are not able to be repaired to substantially the same condition destruction, that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost Landlord advise Tenant of the Assets. If Purchaser elects period that Landlord anticipates will be required for substantial completion of restoration such damage or destruction, and provided in either case that Landlord does not elect to reduce the Cash Consideration terminate this Lease pursuant to this Section 4.12Article, Seller and Purchaser then Landlord shall negotiate in good faith in an effort to agree upon the amount notify Tenant of such reductiondetermination within thirty (30) days. For a period continuing through the later of the thirtieth (30th) day after the occurrence of the damage or destruction or the tenth (10th) day after receipt of such notice, and in the case of any notice under clause (b) above, provided such notice shall have stated an anticipated restoration period in excess of two hundred seventy (270) days, Tenant shall have the right to terminate this Lease by providing written notice to Landlord (which date of such termination shall be not more than thirty (30) days after the date of Tenant’s notice to Landlord). Notwithstanding any of the foregoing to the contrary, Tenant shall not have the right to terminate this Lease if the willful misconduct of Tenant or any of Tenant’s Agent shall have caused the damage or destruction. Landlord and Tenant agree that their respective rights in the event of any casualty to the Premises shall be governed by the provisions set forth above in this Article, and the parties hereby waive the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. If Tenant shall not have had any right to terminate as provided above in this Section because the parties are unable anticipated time to reach agreement within five restore was less than two hundred seventy (5270) Business Days after notice days, but restoration of the Damage Premises has not been substantially completed within a period of two hundred seventy (270) days following the damage or Destruction Loss is given by Sellerdestruction, then the amount Tenant may give written notice to Landlord that Tenant desires to have this Lease terminate, whereupon this Lease shall terminate thirty (30) days following Landlord’s receipt of the reduction shall be determined by the Bankruptcy Courtsuch written notice from Tenant.

Damage or Destruction. Until 11.1 If the ClosingBuilding or the Premises, or any part thereof, is damaged by fire or other casualty before the Assets Commencement Date or during the Lease Term, and this Lease is not terminated pursuant to sections 11.2 or 11.3 hereof, Landlord shall remain at repair such damage and restore the risk of Seller. In the event of any material damage to or destruction of any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance Building and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired Premises to substantially the same condition that in which the Building and the Premises existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to before the occurrence of such Damage fire or Destruction Lossother casualty (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 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 make any replacement of, any movable furniture, equipment, trade fixtures or personal property in the Premises or Alterations made by or for Tenant in the Premises following the Commencement Date. 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 Premises following the Commencement Date. Such repair and replacement by Tenant shall be done in accordance with Article 8 hereof. Tenant hereby waives California Civil Code sections 1932(2) and 1933(4), or any successor statute, providing for termination of hiring upon destruction of the thing hired. 11.2 If the Building or the Premises, or any part thereof, is damaged by fire or other casualty before the Commencement Date or during the Lease Term and (a) such fire or other casualty occurs during the last twelve (12) months of the Lease Term and the repair and restoration work to be performed by Landlord in accordance with section 11.1 hereof cannot, as reasonably estimated by Landlord, be completed within two (2) months after the occurrence of such fire or other casualty, or (iib) if the insurance proceeds received by Landlord in respect of such Assets are destroyed or damaged beyond repair or damage are not able adequate to pay the entire cost, as reasonably estimated by Landlord, of the repair and restoration work to be repaired performed by Landlord in accordance with section 11.1 hereof, or (c) the repair and restoration work to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement costbe performed by Landlord in accordance with section I I.I hereof cannot, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12as reasonably estimated by Xxxxxxxx, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement be completed within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Court.six

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. In the event of any material damage to or destruction to the Premises by fire or other cause during the term hereof, the following provisions shall apply: (a) If the Building is damaged by fire or any other cause to such extent that the cost of any restoration, as reasonably estimated by Lessor, will equal or exceed thirty percent (30%) of the Assets after replacement value of the date hereof and prior to the Closing Building (in any such case, a “Damage or Destruction Loss”exclusive of foundations) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately just prior to the occurrence of such Damage the damage, then Lessor may, no later than the sixtieth (60th) day following the damage, give Lessee written notice of Lessor's election to terminate this Lease. (b) If the cost of restoration as estimated by Lessor will equal or Destruction Lossexceed fifty percent (50%) of said replacement value of the Building and if the Demised Premises are not suitable as a result of said damage for the purposes for which they are demised hereunder, in the reasonable opinion of Lessee, then Lessee may, no later than the sixtieth (60th) day following the damage, give Lessor a written notice of election to terminate this Lease. (c) If the cost or restoration as estimated by Lessor shall amount to less than thirty percent (30%) of said replacement value of the Building, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially despite the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, Lessor does not elect to terminate this Lease, Lessor shall restore the replacement cost Building and the Demised Premises with reasonable promptness, subject to delays beyond Lessor's control and delays in the making of insurance adjustments by Lessor; and Lessee shall not have the right to terminate this Lease., Lessor shall not be responsible for restoring or repairing leasehold improvements of the AssetsLessee. (d) In the event of either of the elections to terminate, this Lease shall be deemed to terminate on the date of the receipt of the notice of election and all rentals shall be paid up to that date. If Purchaser elects Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. (e) In any case where damage to reduce the Cash Consideration pursuant Building shall materially affect the Demised Premises so as to render them unsuitable in whole or in part for the purposes of which they are demised hereunder, then, unless such destruction was wholly or partially caused by the negligence or breach of the terms of this Section 4.12Lease by Lessee, Seller and Purchaser shall negotiate in good faith in an effort to agree its employees, contractors or licensees, a portion of the rent based upon the amount of such reductionthe extent to which the Demised Premises are rendered unsuitable shall be abated until repaired or restored. If the parties are unable to reach agreement within five (5) Business Days after notice destruction or damage was wholly or partially caused by negligence or breach of the Damage or Destruction Loss is given terms of this Lease by SellerLessee as aforesaid and if Lessor shall elect to rebuild, then the amount of rent shall not xxxxx and the reduction Lessee shall be determined by remain liable for the Bankruptcy Courtsame.

Damage or Destruction. Until If the ClosingPremises are damaged or destroyed by fire or any cause, Lessor shall restore the Assets Premises (except for trade fixtures, and personal property which shall remain be restored by Lessee at Lessee’s sole expense) as nearly as practicable to their condition immediately prior to such damage or destruction. The obligations to restore provided in this paragraph shall be subject to Lessor’s termination rights provided below. Any restoration shall be promptly commenced and diligently prosecuted. Lessor shall not be liable for any consequential damages by reason of any such damage or destruction. Notwithstanding any of the risk foregoing provisions of Sellerthis section, in the event the Premises shall be destroyed or damaged to such an extent that Lessor deems that it is not economically feasible to restore the same, then Lessor may terminate this Lease as of the date of the damage or destruction by giving Lessee notice to that effect within sixty (60) days of such damage; provided, however, that Lessor may not terminate this Lease unless it also terminates the leases of all tenants in the Building who are affected by the damage. In the event of any material damage to or destruction of any that more than 25% of the Assets after Premises are damaged during the date hereof Lease Term, and either party reasonably estimates that it will take more than nine months to repair and restore the Premises to their condition prior to the Closing (in any such casedamage, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser party shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior terminate this Lease upon written notice to the occurrence other within 60 days of such Damage or Destruction Lossdamage, or (ii) if with such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost termination becoming effective as of the Assets. If Purchaser elects to reduce date thirty (30) days after the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount date of delivery of such reductionnotice. If During the parties are unable to reach agreement within five (5) Business Days after notice period commencing on the date of the Damage or Destruction Loss is given by Seller, then damage and terminating on the amount of the reduction shall be termination date as determined by the Bankruptcy Courtforegoing notice, the rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the whole thereof, except that there shall be no abatement to the extent that any such damage or destruction is caused solely by the negligence of Lessee, its employees, agents, invitees, or licensees (except to the extent such rent loss is covered by the proceeds of insurance, the cost of which was included in Operating Expenses.) If Lessor undertakes to restore the Premises as provided above in this section, then commencing with the date of the damage or destruction and continuing through the period of restoration, the rent for the Premises shall be abated for such period in the same proportion as the untenantable portion of the Premises bears to the whole thereof, except that there shall be no abatement to the extent that any such damage or destruction is caused by negligence or intentional acts of Lessee, its employees, agents, invitees, or licensees (except to the extent such rent loss is covered by the proceeds of insurance, the cost of which was included in Operating Expenses).

Damage or Destruction. Until 16.01 If the ClosingPremises is damaged or destroyed by fire or other casualty, the Assets shall remain at the risk of Seller. In the event of any material damage Lessee will immediately give written notice to or destruction of any Lessor of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereaftercasualty. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall Lessor will have the right to reduce terminate this Lease following a casualty if any of the Cash Consideration following occur by an amount equal giving notice to Lessee within sixty (60) days of the casualty: (i) if such Assets insurance proceeds actually paid to Lessor and available for use are not destroyed or damaged beyond repair and are able sufficient to be repaired to substantially pay the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated full cost to fully repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or damage; (ii) Lessor determines that the Premises or the Building cannot be fully repaired within 180 days; (iii) the Premises are damaged or destroyed within the last twelve (12) months of the Lease Term; (iv) Lessee is in Default of this Lease at the time of the casualty; (v) Lessor would be required under this Lease to xxxxx or reduce Lessee’s rent for a period in excess of six (6) months if the repairs were undertaken; or (vi) the Project, or the Building in which the Premises is located, is damaged such Assets are destroyed or damaged beyond that the cost of repair or are not able to be repaired to substantially of the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, would exceed 10% of the replacement cost of the Assetssame. If Purchaser Lessor elects to reduce the Cash Consideration terminate this Lease, Lessor will be entitled to retain all applicable Lessee insurance proceeds excepting those attributable to Lessee’s furniture, fixtures, equipment, and any other personal property. 16.02 If this Lease is not terminated pursuant to Paragraph 16.01, Lessor will repair the Premises and this Section 4.12Lease shall continue. The repair obligation of Lessor shall be limited to repair of the Premises excluding any Lessee Improvements, Seller Lessee Alterations, and Purchaser shall negotiate any personal property and trade fixtures of Lessee. During the period of repair, rent will be abated or reduced in good faith in an effort proportion to agree upon the degree to which Lessee’s use of the Premises is impaired, as determined by Lessor, not to exceed the total amount of such reductionrent loss insurance proceeds, directly attributable to Lessee’s Premises, Lessor has received. If However, rent will not be abated if Lessee or any of its agents is the parties are unable to reach agreement within five (5) Business Days after notice cause of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtcasualty.

Damage or Destruction. Until 9.1 If the ClosingPremises shall be partially damaged by fire of other cause, then the Premises shall be repaired by and at the expense of Lessor and the rent, until such repairs shall be made, shall be apportioned according to the part of the Premises which is usable by Lessee. No penalty shall accrue for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Lessor or Lessee, for reasonable delay on account of “labor troubles”, or any other cause beyond Lessor’s control. If (i) the Premises are totally damaged or are rendered wholly untenantable, (ii) the Premises are totally or partially damaged by uninsured fire or other uninsured cause, or (iii) the Premises shall be so damaged that Lessor shall decide to demolish the entire Premises, then within ninety (90) days after the occurrence of the event or damage or destruction Lessor may elect, by written notice to Lessee, to terminate this Lease. In such event, the Assets term of this Lease shall remain expire by lapse of time upon the third day after such notice is given, and Lessee shall vacate the Premises and surrender the same to the repair of the Premises, to substantially their condition immediately prior to the even tof damage or destruction; and rent shall be apportioned according to the part of the Premises which is usable by Lessee, until such restoration or rebuilding is complete. Notwithstanding anything to the contrary contained herein, if Lessor notifies Lessee of Lessor’s election to terminate this Lease pursuant to the foregoing, then for a period of ten (10) days following Lessee’s receipt of written notice of such election, Lessee may elect, by written notice to Lessor, at Lessee’s own cost and expense, to restore or rebuild the risk of Seller. In Premises to substantially their condition immediately prior to the event of any material damage to or destruction of any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction, in which event: (i) paid this Lease shall continue thereafter in full force and effect, as if Lessor’s election to Purchaser at Closing terminate had never been made; (ii) Lessee shall diligently cause the Premises to be restored or rebuilt in accordance with Section 1.4(b)the foregoing; and (iii) rent shall be apportioned according to the part of the Premises which is usable by Lessee until such restoration or rebuilding is complete, to the extent of rental loss insurance available to Lessor. If Notwithstanding anything to the contrary contained herein, in the event that Lessor does not or may not elect to terminate this Lease pursuant to the terms of this Paragraph 9.1, then within sixty (60) following the occurrence of any such Damage event of damage or Destruction Loss is not covered destruction to the Premises, Lessor shall provide Lessee with written notice, prepared by policies a licensed California contractor, reasonably estimating the period of insurance, Purchaser shall have time which will be required to repair or rebuild the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired Premises to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that in which they existed immediately prior to such damage or destruction. If such reparation or rebuilding is not reasonable estimated to be complete within two hundred forty (240) days following the occurrence of such Damage damage or Destruction Lossdestruction, or then Lessee may elect by written notice to Lessor with ten (10) business days of Lessor’s notice to terminate this Lease in which event: (i) the term of this Lease shall expire by lapse of time upon the third day after such notice is given, and (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially Lessee shall vacate the Premises and surrender the same condition that existed prior to such Damage Lessor. No penalty shall accrue for reasonable delay which may arise by reason of adjustment of fire insurance on part of Lessor or Destruction Loss at a cost less than their replacement costLessee, for reasonable delay on account of “labor troubles”, or any other cause beyond the replacement cost control of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage Lessor or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtLessee.

Damage or Destruction. Until If the ClosingProject is damaged by fire or other insured casualty, the Assets damage shall remain at be repaired by Landlord and provided such repairs can, in Landlord’s sole opinion, be completed within two hundred seventy (270) days after commencement of the risk necessity for repairs, without the payment of Sellerovertime 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). If repairs cannot, in Landlord’s opinion, be completed within two hundred seventy (270) days after the necessity for repairs this Lease shall instead terminate, by notifying Tenant in writing of such termination within sixty (60) days after Landlord makes such a determination, with 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 event 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, 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. Tenant understands that Landlord will not carry insurance of any material kind on Tenant’s furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage to thereto or destruction of any of replace the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller same. Tenant acknowledges that Tenant shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all have no right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received carried by Seller and not used prior Landlord relating to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtproperty damage.

Damage or Destruction. Until 10.1 No loss or damage by fire or other cause required to be insured against by Lessee hereunder, resulting in either partial or total destruction of any building or improvement on the ClosingPremises, shall, except as otherwise provided herein, operate to terminate this Lease, or to relieve or discharge Lessee from the performance and observance of any of the agreements, covenants and conditions herein contained on the part of Lessee to be performed and observed. Without limiting the generality of the foregoing, Lessee shall not be relieved from its obligation to pay rent hereunder on the event of such damage or destruction, unless Lessee shall elect to terminate this Lease as provided below. 10.2 If any buildings or improvements located on the Premises, or any fixture, equipment or machinery used or intended to be used in connection with the Premises, at any time during the term of this Lease shall be damaged or destroyed by fire or other cause and Lessee does not terminate this Lease pursuant to Subparagraph 10.3 below, then Lessee may, at its option, elect to exercise the option to purchase the Premises contained in Paragraph 28 hereof (irrespective of the year of the Lease Term in which such damage or destruction occurs) or instead may elect to repair, reconstruct or replace such buildings or improvements and such fixtures, equipment and machinery to a condition substantially similar to their condition immediately prior to such destruction, in which case such work shall be carried out with all reasonable diligence. All such repair, reconstruction or replacement shall be at the sole cost and expense of Lessee and, upon completion thereof, shall be (subject to the provisions relative to financing by Lessee hereof) free and clear of all liens and encumbrances of any nature whatsoever, including mechanics’ liens. 10.3 If (i) any buildings or improvements hereafter located on the Premises are totally destroyed, or are partially destroyed or damaged and the cost to repair or reconstruct the Premises exceeds twenty percent (20%) of the replacement value of the Premises (“replacement value” as used herein shall mean the actual cost of replacing the entire Premises), or (ii) the then existing laws do not permit the repair, reconstruction or replacement of such buildings and improvements, or (iii) such total or partial destruction occurs during the last five (5) years of the term of this Lease, then, in any of such events, Lessee may, at its option, elect to repair, reconstruct or replace such buildings or improvements, or elect to terminate this Lease by giving Lessor notice thereof within ninety (90) days after such total or substantial destruction, or elect to exercise the option to purchase the Premises contained in Paragraph 28 hereof (irrespective of the year of the Lease Term in which such damage or destruction occurs). If Lessee elects to terminate this Lease, then, upon Lessor’s written request made upon Lessee within ninety (90) days after Lessor’s receipt of Lessee’s notice of election to terminate, Lessee shall deliver the Premises to Lessor after, at Lessee’s option, either (i) promptly demolishing any remaining portion of the Building in its Shell Condition as well as all improvements located on the Premises, leaving the Premises clear of all debris and graded to the level of surrounding sidewalks and/or streets, whereupon this Lease shall terminate; or (ii) promptly restoring the Premises to the condition thereof as of January 1, 1994 but with the right to remove improvements and fixtures as described in this Restated Lease, normal wear and tear excepted, whereupon this Lease shall terminate. Should Lessor and Lessee for any reason disagree as to whether any destruction of such buildings or improvements is sufficient to entitle Lessee to terminate this Lease under this paragraph, the Assets matter shall remain be determined by arbitration in the manner provided in Paragraph 30 hereof. 10.4 In the event that Lessee elects or becomes obligated under this Paragraph 10 to restore the Premises, Lessee at its cost shall cause to be prepared final plans and specifications and working drawings complying with applicable laws as necessary for restoration of the risk Premises. The plans and specifications and working drawings must be approved by Lessor, provided that Lessor shall not unreasonably withhold its approval thereof. Lessor shall have thirty (30) days after receipt of Sellerthe plans and specifications and working drawings to either approve or disapprove the plans and specifications and working drawings and return them to Lessee. If Lessor disapproves the plans and specifications and working drawings, Lessor shall notify Lessee of its objections and Lessor’s proposed solution to each objection. In the event of any material disagreement between the parties as to whether Lessor’s disapproval is reasonable, the matter will be settled in the same manner as provided in Paragraph 30 hereof. Lessee acknowledges that the plans and specifications and working drawings shall be subject to approval of the appropriate governmental bodies and that they will be prepared in such a manner as to obtain that approval. The work of restoration shall be accomplished subject to the conditions set forth in Subparagraph 9.2 hereof, and otherwise shall be accomplished as follows: 10.4.1 Lessee shall undertake and complete the restoration with due diligence, subject to unavoidable delays as defined in Paragraph 31 hereof; 10.4.2 Lessee shall perform the work itself or retain a licensed contractor. Lessee or such contractor shall be required to carry public liability and property damage insurance, standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements, during the period of construction in accordance with Paragraph 13. Such insurance shall contain a waiver of subrogation clause in favor of Lessor and Lessee in accordance with the provisions of Subparagraph 13.3; 10.4.3 Lessee shall notify Lessor of the date of commencement of the restoration not later than ten (10) days before commencement of the restoration to enable Lessor to post and record notices of nonresponsibility. Lessee may elect at its option to obtain a performance and payment bond covering the contractor performing the work of restoration; provided that if Lessee does elect to obtain a bond, Lessor shall be named as an additional obligee and a copy of such bond shall be delivered to Lessor; 10.4.4 On completion of the restoration Lessee shall immediately record a notice of completion in the county in which the Premises are located; 10.5 If this Lease is cancelled or destruction of terminated under any of the Assets after provisions of this Paragraph 10 following any destruction all of the date hereof insurance proceeds paid on account of such destruction, less any portion thereof used by Lessee in demolishing any remaining improvements and prior clearing or restoring the Premises pursuant to Paragraph 10.3, under any of the Closing (hazard insurance policies which Lessee is obligated to maintain and keep in any such casefull force and effect during the term of this Lease under the provisions of Paragraph 13, a “Damage or Destruction Loss”) Seller shall give notice thereof belong to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance Lessor, and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser Lessee shall have no right, title or interest therein; provided, however, that if Lessee has exercised the right option to reduce purchase the Cash Consideration by an amount equal Premises contained in Paragraph 28 hereof or if Lessee has elected to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration Premises pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage Subparagraphs 10.3 or Destruction Loss is given by Seller10.4 hereof, then the amount of the reduction all such proceeds shall be determined by the Bankruptcy Courtbelong to Lessee and Lessor shall have no right, title or interest therein.

Damage or Destruction. Until If the ClosingProject is damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the Assets damage shall remain 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 completed. 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 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 risk 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 Sellersuch 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. 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 one hundred eighty (180) days after being commenced and if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant’s employees, licensees, invitees or agents, Tenant may elect, not later than thirty (30) days after Tenant’s receipt of the Damage Repair Estimate, to terminate this Lease by written notice to Landlord effective as of the date specified in Tenant’s notice. Finally, if 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 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 material damage 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 Assets after Project or the date hereof Premises or in or to fixtures, appurtenances and prior 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 Closing (in any such case, a “Damage or Destruction Loss”) Seller same. Tenant acknowledges that Tenant shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all have no right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received carried by Seller and not used prior Landlord relating to the Closing Date property damage. With respect to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss which Landlord is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost obligated to repair or restore elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases its rights under the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence provisions of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost Sections 1932 and 1933 of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtCalifornia Civil Code.

Damage or Destruction. Until 4.9.1 If the ClosingPremises are damaged by fire, earthquake or other casualty (the Assets “Casualty”). Tenant shall remain at give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the risk damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of Seller. In such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the event of any material damage Premises to or destruction of any of substantially the Assets after the date hereof and condition which existed prior to the Closing (damage and this Lease shall not terminate. If, in any Landlord’s estimation, the damage cannot be repaired within such case180 day period, a “Damage the destruction was cased by an uninsurable event or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of if there are insufficient insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date available to repair any such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or destruction(b) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have restore the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired Premises to substantially the same condition that which existed prior on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that existed immediately Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the occurrence Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able Casualty plus an amount equal to be repaired the applicable deductible under Landlord’s insurance policy. Tenant agrees to substantially look to the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, provider of Tenant’s insurance for coverage for the replacement cost reconstruction of the Assets. If Purchaser elects to reduce Tenant Improvements and the Cash Consideration pursuant to this Section 4.12Tenant Alterations, Seller if any, and Purchaser shall negotiate in good faith in an effort to agree upon for the amount loss of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice Tenant’s use of the Damage Premises and any other related losses or Destruction Loss is given damages incurred by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtTenant during any reconstruction period.

Damage or Destruction. Until If either or both of the ClosingProperty and the Premises is damaged by fire or other insured casualty, Landlord shall have the Assets shall remain at option either: (a) to terminate this Lease (by so advising Tenant, in writing) within thirty (30) days after said destruction or casualty effective as of the risk of Sellerdate upon which Tenant receives timely written notice thereof; or (b) to restore and rebuild the Property and/or the Premises with reasonable dispatch. In Notwithstanding the event of any material foregoing, Landlord may only terminate this Lease under this Section 19 if the cost to repair damage to or destruction of any the Premises or Property, as the case may be, exceeds fifty percent (50%) of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the AssetsPremises or Property, as the case may be. In no event, however, shall Tenant have the right to terminate this Lease. If Purchaser Landlord elects to reduce repair and restore the Cash Consideration pursuant Property (or Premises, as the case may be), Tenant shall not be entitled to (and Landlord shall have no obligation to pay) any damages or compensation, of any nature, for any purported inconvenience, loss of business or annoyance from any repair or restoration undertaken by or on behalf of Landlord under this Section 4.1219 unless such direct damages result from Landlord’s gross negligence or willful misconduct. Notwithstanding the foregoing, Seller if a casualty renders all or part of the Premises untenantable, Rent shall proportionately xxxxx commencing on the date of the casualty and Purchaser ending when the Premises are delivered to Tenant. The extent of the abatement shall negotiate in good faith in an effort to agree be based upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice portion of the Damage Premises rendered untenantable, inaccessible or Destruction Loss is given by Seller, then unfit for use in a reasonable business manner for the amount of the reduction shall be purposes stated in this Lease as reasonably determined by the Bankruptcy CourtLandlord.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. In the event of any material damage to or destruction to the Property by fire or any other cause during the Term hereof, the following provisions shall apply: a. If the Building is damaged by fire or any other cause to such extent that the cost of any restoration, as reasonably estimated by Landlord, will equal or exceed thirty percent (30%) of the Assets after replacement value of the date hereof and prior to the Closing Building (in any such case, a “Damage or Destruction Loss”exclusive of foundations) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately just prior to the occurrence of such Damage or Destruction Lossthe damage, then Landlord may, no later than the sixtieth (60th) day following the damage, give Tenant written notice of Landlord’s election to terminate this Lease Agreement. b. If the cost of restoration as estimated by Landlord shall amount to less than thirty percent (30%) of said replacement value of the Building, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially if, despite the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, Landlord does not elect to terminate this Lease Agreement, Landlord shall restore the replacement cost Building and the Premises with reasonable promptness, subject to delays beyond Landlord’s control and delays in the making of insurance adjustments by Landlord; and Tenant shall have no right to terminate this Lease Agreement except as herein provided. Landlord shall not be responsible for restoring or repairing leasehold improvements of Tenant. c. In the event of either of the Assetselections to terminate, this Lease Agreement shall be deemed to terminate on the date of the receipt of the notice of election and all rentals shall be paid up to that date. If Purchaser elects Tenant shall have no claim against Landlord for the value of any unexpired Term of this Lease Agreement. d. In any case where damage to reduce the Cash Consideration pursuant Building shall materially affect the Premises so as to render them unsuitable in whole or in part for the purposes for which they are demised hereunder, then, unless such destruction was wholly or partially caused by the negligence or breach of the terms of this Section 4.12Lease Agreement by Tenant, Seller and Purchaser shall negotiate in good faith in an effort to agree its employees, contractors or licensees, a portion of the rent based upon the amount of such reductionthe extent to which the Premises are rendered unsuitable shall be abated until repaired or restored. If the parties are unable to reach agreement within five (5) Business Days after notice destruction or damage was wholly or partially caused by negligence or breach of the Damage terms of this Lease Agreement by Tenant as aforesaid and if Landlord shall elect to rebuild, the rent shall not axxxx and Tenant shall remain liable for the same. Notwithstanding anything contained in this Article 14 to the contrary, Landlord shall only be obligated to restore the Premises to the extent of the insurance proceeds actually received, but if the insurance proceeds actually received do not permit Landlord to restore the Premises, Landlord shall so notify Tenant and either Landlord or Destruction Loss is Tenant may terminate this Lease Agreement by written notice given by Sellerwithin sixty (60) days after Landlord’s notice. If Landlord restores the Premises or the Building in accordance with the provisions of this Article, then the amount Tenant shall not have any right to terminate this Lease Agreement because of the reduction shall be determined by the Bankruptcy Courtsuch damage.

Damage or Destruction. Until the Prior to Closing, the Assets shall remain at the risk of loss with regard to the Real Property shall be borne by Seller. In If the event of any material damage to Improvements or destruction of any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage Personal Property are damaged or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced destroyed prior to Closing, all right then: (a) if the cost of repairing such damage is less than or equal to One Million and claim No/100 Dollars ($1,000,000.00) as determined by a contractor or architect mutually acceptable to Seller and Purchaser, then, at Purchaser’s and Seller’s mutual election (such election to be made within 10 business days of the event): (i) Seller shall repair such damage at its own cost and expense as promptly as is reasonably possible, restoring the damaged property at least to any proceeds of insurance for its condition immediately prior to such Damage or Destruction Loss damage in a good and workmanlike manner, and, in the event such repairs have not been completed prior to Closing, then the Closing shall be assigned extended until such time as the repairs have been completed and Purchaser has been provided reasonable opportunity to inspect such repairs, whereupon Seller, at its cost and expense, shall assign all contractor warranties to Purchaser, if any, and deliver such lien waivers and other affidavits and indemnities as the Title Company may require to issue Purchaser’s title insurance policy without any mechanic’s lien exceptions; or (if previously received by ii) Seller shall assign to Purchaser all insurance proceeds payable with respect to such damage, and not used prior Purchaser shall receive a cash credit against the Purchase Price for the amount of the deductible under Seller’s insurance policy plus the cost to the Closing Date to repair restore any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss which is not covered by policies of Seller’s insurance, and Purchaser shall have be obligated to proceed to purchase the right Property in accordance with the terms hereof; provided that if Purchaser and Seller cannot agree on whether to reduce the Cash Consideration by an amount equal to proceed under subclause (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) above, then the parties shall proceed under subclause (ii) above; or (b) if the cost of repairing such Assets are destroyed damage is greater than One Million and No/100 Dollars ($1,000,000.00), as determined by a contractor or damaged beyond repair or are not able architect mutually acceptable to Seller and Purchaser, then, at Purchaser’s option (such election to be repaired made in writing within ten (10) business days of the event): (i) Purchaser may elect to substantially terminate this Agreement by written notice to Seller, whereupon the same condition Escrow Agent is hereby instructed to promptly disburse the Exxxxxx Money to Purchaser and neither party shall have any further obligation to the other, except for obligations that existed prior expressly survive the termination of this Agreement; or (ii) Seller shall assign to Purchaser all insurance proceeds payable with respect to such Damage or Destruction Loss at a cost less than their replacement costdamage, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon receive a cash credit against the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then Purchase Price for the amount of the reduction deductible under Seller’s insurance policy plus the cost to restore any damage which is not covered by Seller’s insurance, and the sale shall be determined by the Bankruptcy Courtclosed without Seller’s repairing such damage. If Purchaser does not give notice to Seller of its election to terminate this Agreement within said ten (10) business day period, Purchaser shall be deemed to have elected not to terminate this Agreement.

Damage or Destruction. Until Should the Closingwhole or any part or parts of the buildings or improvements then on the demised premises be partially or wholly damaged or destroyed by fire or other insured casualties after the commencement of the term of this Lease, the Assets such destruction or damage shall remain at the risk of Sellernot operate to terminate this Lease, but this Lease shall continue in full force and effect, except as otherwise provided in this Lease. In the event of any material damage to or destruction of any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid , Lessee has the option to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage reconstruct upon the demised premises, buildings, improvements or Destruction Loss is not covered by policies fixtures of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair a like type and are able to be repaired to purpose and of substantially the same design and construction as those destroyed, or buildings, improvements or fixtures then consistent in the opinion of the Lessee with the highest and best use thereof in the Lessee’s determination; subject, however, to Lessor’s approval of the plans and specifications therefore. If the Lessee elects to repair the existing building, such repairs will be so as to restore the building to at least an equivalent condition that existed prior to such Damage as it was in before the damage or Destruction Loss at a cost less than their replacement costdestruction. In any event, the estimated cost buildings, improvements or fixtures constructed or repaired shall be of a value at least equal to repair or restore the Assets affected by such Damage or Destruction Loss to substantially value of the same condition that existed property immediately prior to the occurrence loss or damage. In the event of such Damage reconstruction or Destruction Lossrepair, the rent on the demised premises shall not be abated in whole or (ii) if such Assets are destroyed or damaged beyond in part during the period of said repair or are reconstruction. Said repair or reconstruction shall be prosecuted diligently to completion. In the event that Xxxxxx decides not able to be repaired reconstruct or repair said buildings, improvements or fixtures, Lessee shall have the option of canceling and terminating this Lease on giving the Lessor thirty (30) days written notice of his determinations to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assetsdo so. If Purchaser Lessee elects to reduce terminate this Lease in accordance with the Cash Consideration pursuant to this Section 4.12foregoing option, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction Lessee shall be determined by under no duty to restore, rebuild or repair said buildings, improvements or fixtures, but shall be obligated, at Lessor’s option, to restore the Bankruptcy Courtpremises to their pre-construction conditions.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. In the event of any material damage to or destruction to the Property by fire or any other cause during the Term hereof, the following provisions shall apply: a. If the Building is damaged by fire or any other cause to such extent that the cost of any restoration, as reasonably estimated by Landlord, will equal or exceed thirty percent (30%) of the Assets after replacement value of the date hereof and prior to the Closing Building (in any such case, a “Damage or Destruction Loss”exclusive of foundations) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately just prior to the occurrence of such Damage the damage, then Landlord may, no later than the sixtieth (60th) day following the damage, give Tenant written notice of Landlord’s election to terminate this Lease. b. If the cost of restoration as estimated by Landlord will equal or Destruction Lossexceed fifty percent (50%) of said replacement value of the Building and if the Premises are not suitable as a result of said damage for the purposes for which they are demised hereunder, in the reasonable opinion of Tenant, then Tenant may, no later than the sixtieth (60th) day following the damage, give Landlord a written notice of election to terminate this Lease. c. If the cost of restoration as estimated by Landlord shall amount to less than thirty percent (30%) of said replacement value of the Building, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially if, despite the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, Landlord does not elect to terminate this Lease, Landlord shall restore the replacement cost Building and the Premises with reasonable promptness, subject to delays beyond Landlord’s control and delays in the making of insurance adjustments by Landlord; and Tenant shall have no right to terminate this Lease except as herein provided. Landlord shall not be responsible for restoring or repairing leasehold improvements of Tenant. d. In the event of either of the Assetselections to terminate, this Lease shall be deemed to terminate on the date of the receipt of the notice of election and all rentals shall be paid up to that date. If Purchaser elects Tenant shall have no claim against Landlord for the value of any unexpired Term of this Lease. e. In any case where damage to reduce the Cash Consideration pursuant Building shall materially affect the Premises so as to render them unsuitable in whole or in part for the purposes for which they are demised hereunder, then, unless such destruction was wholly or partially caused by the negligence or breach of the terms of this Section 4.12Lease by Tenant, Seller its employees, contractors or licensees, a portion of the Base Rent and Purchaser shall negotiate in good faith in an effort to agree Additional Rent based upon the amount of such reductionthe extent to which the Premises are rendered unsuitable shall be abated until repaired or restored. If the parties are unable to reach agreement within five (5) Business Days after notice destruction or damage was wholly or partially caused by negligence or breach of the Damage terms of this Lease by Tenant as aforesaid and if Landlord shall elect to rebuild, the Base Rent and Additional Rent shall not xxxxx and Tenant shall remain liable for the same. Notwithstanding anything contained in this Article 14 to the contrary, Landlord shall only be obligated to restore the Premises to the extent of the insurance proceeds actually received, but if the insurance proceeds actually received do not permit Landlord to restore the Premises, Landlord shall so notify Tenant no later than the fifteenth (15th) day after Landlord determines that the insurance proceeds are insufficient to restore the Premises, and either Landlord or Destruction Loss is Tenant may terminate this Lease by written notice given by Sellerwithin sixty (60) days after Landlord’s notice. If Landlord restores the Premises or the Building in accordance with the provisions of this Article, then the amount Tenant shall not have any right to terminate this Lease because of the reduction shall such damage pursuant to: (i) any common law rights, (ii) Minnesota Statutes § 504.05 as now in effect or as it may be determined hereafter amended or supplemented, or (iii) any comparable right established by the Bankruptcy Courta similar statute.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. In the event the Leased Premises or the Building are damaged by fire or other insured casualty, the insurance proceeds shall be made available therefor by the holder or holders of any material Mortgage covering the Building and the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available therefor, provided such repairs can, in Landlord’s reasonable opinion, be completed within 180 calendar days after the occurrence of such damage, without the payment of overtime or destruction other premiums. Notwithstanding the foregoing, in the event that as a condition to obtaining construction or permanent financing, and notwithstanding the 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 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 Assets after Leased Premises which is unusable by Tenant in the conduct of its business; provided, 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 reasonable opinion, be made within said 180 calendar day period, Landlord shall notify Tenant within thirty (30) calendar days of the date hereof and prior of occurrence of such damage as to whether or not Landlord shall have elected to 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 Closing (in any other, terminate this Lease effective as of the date of the occurrence of such casedamage; provided, a “Damage or Destruction Loss”) Seller however, Tenant shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce terminate this Lease if the Cash Consideration damage is due to a material default by an amount equal to (i) if such Assets are not destroyed Tenant under this Lease or damaged beyond repair and are able the gross negligence of Tenant or its employees, agents or invitees. If Landlord has maintained the insurance required to be repaired to substantially the same condition that existed prior to such Damage maintained by Landlord under this Lease and insurance proceeds are insufficient or Destruction Loss at a cost less than their replacement cost, the estimated cost unavailable to repair or restore the Assets affected damage, Landlord may, at its sole option, terminate this Lease by such Damage or Destruction Loss written notice to substantially the same condition that existed immediately prior to Tenant given not more than thirty (30) days after the occurrence of such Damage the damage. Except as provided in this Section 11, there shall be no abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or Destruction Lossinterference to or with Tenant’s business or property arising from the making of any necessary repairs, or (ii) if such Assets are destroyed any alterations or damaged beyond repair improvements in or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost any portion of the Assets. If Purchaser elects Building or the Leased Premises, or in or to reduce fixtures, appurtenances, and equipment therein, in each event to the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of extent necessitated by such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtdamage.

Damage or Destruction. Until 22.1 In the Closingevent of a partial or total destruction of the Building wherein the Demised Premises are located by fire or other perils covered by extended coverage insurance required to be carried under Section 21 hereof or earthquake insurance actually carried hereunder, and if the damage thereto is such that, in Landlord's reasonable judgment, the Assets Building may be repaired, reconstructed or restored within a period of six (6) months from the date of the happening of such casualty and Landlord will receive insurance proceeds sufficient to cover the cost of such repairs (except for any deductible amount provided by Landlord's policy), provided that insurance proceeds are actually available therefor. Landlord shall remain at commence and proceed diligently with the risk work of Sellerrepair, reconstruction and restoration and this Lease shall continue in full force and effect. If in Landlord's reasonable opinion the Building cannot be repaired, reconstructed or restored within a period of six (6) months from the date of such casualty, Tenant shall have the right to terminate the Lease as of the date of destruction. Tenant shall give written notice to Landlord of it's election to either terminate, or to continue in full force and effect the Lease within fourteen (14) days of the date of Landlord's notification to Tenant to restore the Building. 22.2 In the event of any material damage to or destruction of any the Building wherein the Demised Premises are located, other than as provided in Section 22.1, Landlord may elect, in its sole discretion, not to repair the Building in which event this Lease shall terminate as of the Assets after date of destruction. Landlord shall give written notice to Tenant of its election not to repair, reconstruct or restore the Building or Project within the thirty (30) day period following the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any Landlord elects to repair, reconstruct and restore the Building, within thirty (30) days of the date of destruction, Landlord shall provide Tenant in writing with Landlord's reasonable time estimate for completion of repair and restoration of the Building. If in Landlord's reasonable opinion the Building cannot be repaired, reconstructed or restored within a period of six (6) months from the date of such Damage or Destruction Loss is not covered by policies of insurancecasualty, Purchaser Tenant shall have the right to reduce terminate the Cash Consideration Lease as of the date of destruction. Tenant shall give written notice to Landlord of it's election to either terminate, or to continue in full force and effect the Lease within fourteen (14) days of the date of Landlord's notification to Tenant to restore the Building. 22.3 Upon any termination of this Lease under any of the provisions of this Article, the parties shall be released thereby without further obligation to the other from the date possession of the Demised Premises is surrendered to the Landlord except for items which have theretofore occurred. 22.4 In the event of repair, reconstruction and restoration as herein provided, the rental provided to be paid under this Lease shall be abated proportionately based on the extent to which Tenant's use of the Demised Premises is impaired during the period of such repair, reconstruction or restoration, unless Landlord provides Tenant with other space during the period of repair, which in Tenant's reasonable opinion is suitable for the temporary conduct of Tenant's business. 22.5 Notwithstanding anything to the contrary contained in this Article, should Landlord be delayed or prevented from completing the repair or restoration of the damage to the Demised Premises after the occurrence of such damage or destruction by an amount equal reason of acts of God or war, governmental restrictions, inability to procure the necessary labor or materials, strikes, or other uses beyond the control of Landlord, the time for Landlord to commence or complete repairs shall be extended, provided that, upon the written election of Landlord, Landlord shall be relieved of its obligation to make such repairs or restoration and Tenant shall be released from its obligation under this Lease as of the end of eight (i) 8) months from date of destruction, if such Assets repairs required to provide Tenant use of the Demised Premises are not destroyed then substantially complete. 22.6 If Landlord is obligated to or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost elects to repair or restore the Assets affected by such Damage or Destruction Loss as herein provided, Landlord shall be obligated to restore to a condition substantially the same or better than which existed prior to the casualty of the Demised Premises which were originally provided at Landlord's expense; the repair and restoration of items not provide at Landlord's expense shall be the obligation of Tenant. In the event Tenant elected to upgrade certain improvements, at Tenant's sole cost, from the standard normally provided by Landlord, Landlord shall upon the need for replacement due to an insured loss, provide only the standard Landlord improvements unless Tenant shall elect to again upgrade and pay any additional cost of such upgrades, except to such extent as insurance proceeds which, if received, the excess proceeds are adequate to provide such upgrades, in addition to providing for basic reconstruction and standard improvements and all Tenant Improvements installed by Landlord to the condition that in which they existed immediately prior to the occurrence casualty. 22.7 Notwithstanding anything to the contrary contained in this Article, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Demised Premises to the extent that insurance proceeds are not actually available therefor or when the damage resulting from any casualty covered under this Article occurs during the last twelve (12) months of such Damage the term of this Lease or Destruction Lossany extension hereof unless Tenant exercised within thirty (30) days of the damage, its rights to extend the term of the lease as provided in Section 45 below. Notwithstanding anything to the contrary in this Lease, in the event of damage to the Demised Premises which is not fully covered by insurance actually carried, Landlord shall not have the right to terminate this Lease (i) if the damage is relatively minor (e.g., repair or restoration would cost less than five percent (5%) of the replacement cost of the Building); or (ii) if such Assets are destroyed or damaged beyond repair or are not able Landlord determines to be repaired to substantially rebuild the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtBuilding.

Damage or Destruction. Until 5.6.1 If the ClosingPremises are damaged by fire, earthquake or other casualty (the Assets “Casualty”), Tenant shall remain at the risk give prompt written notice thereof to Landlord. If Landlord estimates (such estimate to be provided within sixty (60) calendar days of Seller. In the event Landlord’s receipt of any material damage to or destruction of any written notice of the Assets damage) that the damage can be repaired to meet Tenant’s business needs 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 proceed to restore the date hereof and Premises to substantially the condition which existed prior to the Closing damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 120 Business Day period or if there are insufficient insurance proceeds available to repair such damage, Landlord may elect in its absolute discretion to either: (in any such case, a “Damage a) terminate this Lease or Destruction Loss”(b) Seller shall give notice thereof restore the Premises to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and substantially the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used condition which existed prior to the Closing Date damage and this Lease will continue. 5.6.2 If Landlord elects to repair any damage restore the Premises under subparagraph 5.6.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the condition existing prior to the Casualty; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or destruction) paid Tenant’s furniture, fixtures or equipment. Landlord shall provide Tenant with notice of its election to Purchaser at Closing in accordance with Section 1.4(b)restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. During the restoration period, the Base Rent and Additional Rent shall xxxxx for the period during which the Premises are not suitable for Tenant’s business needs. If any only a portion of the Premises is rendered not suitable for Tenant’s business needs, the Base Rent and Additional Rent shall xxxxx proportionately. When performing such Damage or Destruction Loss is restoration, Landlord will not covered be obligated to spend more than the net insurance proceeds received by policies Landlord as a result of insurancesuch Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. If Landlord fails to complete such restoration within one hundred eighty (180) Business Days, Purchaser as such time period may be extended by Force Majeure events described in Section 9.8 of this Lease, then Tenant shall have the right to reduce terminate this Lease upon fifteen (15) Business Days’ written notice to Landlord. If Tenant does not terminate the Cash Consideration by an Lease, 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 equal to specified under Landlord’s insurance and (i3) if such Assets are Landlord shall not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost required to repair or restore any Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures, or equipment or other property of Tenant. Except for the Assets abatement of Base Rent and Additional Rent during reconstruction as provided in this subparagraph, Tenant agrees to look to the provider of Tenant’s insurance for coverage for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period. 5.6.3 If the Building is damaged by fire, earthquake or other casualty and more than fifty percent (50%) of the Building is rendered untenantable, without regard to whether the Premises are affected by such Damage damage, Landlord may in its absolute discretion and without limiting any other options available to Landlord under this Lease or Destruction Loss otherwise, elect to substantially the same condition that existed immediately prior terminate this Lease by notice in writing to Tenant within sixty (60) days after the occurrence of such Damage or Destruction Loss, or damage if Landlord is also terminating the leases of other tenants in the Building. Such notice shall be effective twenty (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (520) Business Days after receipt by Tenant unless a later date is set forth in Landlord’s notice. 5.6.4 Notwithstanding anything contained in this Lease to the contrary, if there is damage to the Premises or Building and the holder of any indebtedness secured by a mortgage or deed of trust covering any such property requires that the insurance proceeds be applied to such indebtedness or if the insurance proceeds are otherwise inadequate to complete the repair of the damages to the Premises, the Building or both, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) Business Days after Landlord is notified of such requirement. 5.6.5 Notwithstanding the Damage foregoing, if the Premises or Destruction Loss is given by Seller, then the amount Building are wholly or partially damaged or destroyed within the final six (6) months of the reduction shall Lease Term, either Landlord or Tenant may, at its option, elect to terminate this Lease upon written notice to the other party within thirty (30) days following such damage or destruction. 5.6.6 Tenant waives the provisions of any statutes presently existing or hereafter enacted (including, without limitation, California Civil Code sections 1932 and 1933) which relate to termination of leases when the thing leased is destroyed and agrees that such event will be determined governed by the Bankruptcy Courtterms of this Lease.

Damage or Destruction. Until If the ClosingProject is damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the Assets damage shall remain 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 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 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 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, either party may, at its option, elect to terminate this Lease by written notice to the risk other within thirty (30) days after Landlord’s determination of Sellerthe anticipated time needed to complete the repairs. In addition, Landlord may elect to terminate this Lease if the event Project shall be damaged by fire or other casualty 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, if 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, either party shall have the option to terminate this Lease by giving written notice to the other of the exercise of such option within sixty (60) days after such party 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 material damage 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 Assets after Project or the date hereof Premises or in or to fixtures, appurtenances and prior 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 Closing (in any such casesame. Except for proceeds relating to Tenant’s furniture, a “Damage or Destruction Loss”) Seller furnishings, trade fixtures and equipment, Tenant acknowledges that Tenant shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all have no right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior relating to the Closing Date property damage. With respect to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss which Landlord is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost obligated to repair or restore elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases its rights under the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence provisions of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost Sections 1932 and 1933 of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtCalifornia Civil Code.

Damage or Destruction. Until If all or a part of the ClosingPremises are --------------------- damaged by fire or other casualty, or if the Assets Building is so damaged that access to or use and occupancy of the Premises is materially impaired, Landlord shall promptly give Tenant notice of Landlord's reasonable estimate of the time required to make such repairs (the "Damage Estimate"). If the Damage Estimate is one hundred twenty (120) days or less, then Landlord shall repair the damage and this Lease shall remain in full force and effect. If the Damage Estimate is more than one hundred twenty (120) days, Landlord, at its option exercised by written notice to Tenant within sixty (60) days of the date of the damage, shall either (a) repair the damage, in which event this Lease shall continue in full force and effect, or (b) terminate this Lease as of the date specified by Landlord in the notice, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given, and this Lease shall terminate on the date specified in the notice. If the Damage Estimate is more than one hundred eighty (180) days, and Landlord does not give notice terminating this Lease, then Tenant may give notice to Landlord, within thirty (30) calendar days after Tenant receives the Damage Estimate, terminating this Lease as of the date of such fire or casualty. Notwithstanding anything to the contrary contained in this Paragraph 26, if the initial Damage Estimate is more than ninety (90) days, and the date on which Landlord reasonably anticipates the repairs of such damage will be completed is during the last twelve (12) months of the Lease term, Landlord and Tenant shall each have the option to terminate this Lease as of the date of such damage by giving written notice to the other, in the case of Landlord together with the Damage Estimate, or, in the case of Tenant, within thirty (30) days of Tenant's receipt of the Damage Estimate. If the fire or other casualty damages the Premises or the common areas of the Real Property necessary for Tenant's use and occupancy of the Premises, Tenant ceases to use any portion of the Premises as a result of such damage, and the damage does not result from the negligence or willful misconduct of Tenant or any other Tenant Parties, then during the period the Premises or portion thereof are rendered unusable by such damage and repair, Tenant's Monthly Rent and Additional Rent under Paragraphs 5 and 7 above shall be proportionately reduced based upon the extent to which the damage and repair prevents Tenant from conducting, and Tenant does not conduct, its business at the risk Premises. Landlord shall not be obligated to repair or replace any of Seller. In Tenant's movable furniture, equipment, trade fixtures, and other personal property, nor any Alterations installed in the event of any material Premises by Tenant, and no damage to or destruction of any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller foregoing shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller entitle Tenant to any proceeds abatement, and Tenant shall, at Tenant's sole cost and expense, repair and replace such items. All such repair and replacement of insurance for such Damage or Destruction Loss Alterations shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing constructed in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtParagraph 9 above regarding Alterations.

Damage or Destruction. Until 17.1 If the ClosingPremises 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 Assets shall remain at Premises and the risk of Seller. In Building to substantially the event of any material damage to or destruction of any of the Assets after the date hereof and same condition they were in prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction; provided, however, that if in Landlord’s reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) paid to Purchaser at Closing in accordance days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with Section 1.4(bany insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser then Landlord shall have the right to reduce terminate this Lease by giving written notice of termination within forty-five (45) days after the Cash Consideration 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 any insurance proceeds received by an amount equal 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 (ix) if such Assets are damage or destruction was caused by the act or omission of Tenant or any Agent, then Tenant shall not destroyed or damaged beyond 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 are able restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds (including proceeds of insurance maintained by Tenant), Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction was caused by the act or omission of Tenant or any Agent, then Tenant shall pay Landlord’s 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 repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost required to repair or restore any tenant improvements installed in the Assets affected 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 Section 13.3), (2) the holder of any Mortgage fails or refuses to make such Damage insurance proceeds available for such repair and restoration, (3) zoning or Destruction Loss other applicable Laws or regulations do not permit such repair and restoration, or (4) the damage to substantially the same condition that existed immediately prior to Building exceeds thirty-five percent (35%) of the replacement value of the Building. 17.2 If, within forty-five (45) days after the occurrence of the damage or destruction described in Section 17.1, Landlord determines in its sole but reasonable judgment that the repairs and restoration cannot be substantially completed within one hundred eighty (180) days after the date of such Damage damage or Destruction Lossdestruction, or (ii) if such Assets are destroyed or damaged beyond repair or are and provided Landlord does not able elect to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration terminate this Lease pursuant to this Section 4.12Article, Seller and Purchaser then Landlord shall negotiate in good faith in an effort to agree upon the amount promptly notify Tenant of such reductiondetermination. If For a period continuing through the parties are unable to reach agreement within five (5) Business Days after notice later of the Damage or Destruction Loss is given by Seller, then thirtieth (30th) day after the amount occurrence of the reduction damage or destruction or the tenth (10th) day after receipt of such notice, Tenant shall have the right to terminate this Lease by providing written notice to Landlord (which date of such termination shall be determined by not more than thirty (30) days after the Bankruptcy Courtdate of Tenant’s notice to Landlord). Notwithstanding any of the foregoing to the contrary, Tenant shall not have the right to terminate this Lease if the willful misconduct of Tenant or any Agent shall have caused the damage or destruction.

Damage or Destruction. Until (a) DAMAGE AND REPAIR: If the ClosingBuilding is damaged by fire or any other cause to such extent that the cost of restoration, as reasonably estimated by Landlord, will equal or exceed thirty percent (30%) of the Assets shall remain at replacement value of the risk Building (exclusive of Sellerfoundations) just prior to the occurrence of the damage, or if insurance proceeds sufficient for restoration are for any reason unavailable and the cost to repair estimated by Landlord is over $100,000, then Landlord may no later than the sixtieth day following the damage, give Tenant a notice of election to terminate this Lease. If the Premises are substantially damaged, and if they cannot be substantially repaired within 180 days as estimated by Landlord, Tenant or Landlord has the right to cancel this Lease by giving notice within thirty (30) days of the damage. In the event of any material damage such election, this Lease shall be deemed to or destruction terminate on the thirtieth (30th) day after the giving of any said notice, and Tenant shall surrender possession of the Assets after Premises within a reasonable time thereafter, and the Rent and Additional Rent shall be apportioned as of the date hereof of said surrender and prior to the Closing (in any Rent and Additional Rent paid for any period beyond such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss date shall be assigned and (if previously received by Seller and not used prior repaid to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reductionTenant. If the parties are unable cost of restoration as estimated by Landlord shall amount to reach agreement within five less than thirty percent (530%) Business Days after notice of said replacement value of the Damage Building, and insurance proceeds sufficient for restoration are available, or Destruction Loss if Landlord does not elect to terminate this Lease, Landlord shall restore the Building and the Premises (to the extent of improvements to the Premises originally provided by Landlord hereunder) with reasonable promptness, subject to delays beyond Landlord's control and delays in the making of insurance adjustments by Landlord, and Tenant shall have no right to terminate this Lease except as herein provided. To the extent that the Premises are rendered untenantable, the Rent and Additional Rent shall proportionately xxxxx, only to the extent such abatement is given by Seller, then the amount of the reduction type covered by a standard policy of rental loss insurance to compensate Landlord for such loss. No damages, compensation or claim shall be determined payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Bankruptcy CourtPremises or of the Building. Landlord shall use its best efforts to effect such repairs promptly.

Damage or Destruction. Until If any of the ClosingPremises, or a substantial part of the Assets building in which the Premises are located, shall remain be damaged or destroyed by fire or other insured casualty, and repair of the damage cannot be completed within one hundred twenty (120) days, following receipt by Lessor of actual notice of such damage or destruction, Lessor shall have the option either (a) to repair or rebuild within a reasonable time utilizing the insurance proceeds to effect such repair, or (b) not to repair or rebuild, and to cancel this Lease on sixty (60) days’ prior written notice. If Lessor fails to give Lessee written notice of its election within sixty (60) days from the date of damage, or if the restoration of the Premises cannot be completed within one hundred twenty (120) days from date of notice, Lessee may cancel this Lease at its option on fifteen (15) days’ prior written notice. During the risk period of Selleruntenantability, all rent shall xxxxx in the same ratio as the portion of the Premises rendered untenantable bears to the whole of the Premises; provided that if the damage is due to the fault or neglect of Lessee, there shall be no abatement of rent. If the Premises or the building in which the Premises are located shall be damaged or destroyed by fire or other insured casualty, and repair of the damage can be completed within one hundred twenty (120) days, Lessor shall repair or rebuild within a reasonable time utilizing the insurance proceeds to effect such repair. During the period of untenantability, all rent shall xxxxx in the same ratio as the portion of the Premises rendered untenantable bears to the whole of the Premises; provided that if the damage is due to the fault or neglect of Lessee, there shall be no abatement of rent. If any part of the Premises or the Building in which the Premises are located shall be damaged or destroyed by an uninsured casualty, Lessor shall have the option either (a) to repair or rebuild within a reasonable time, or (b) not to repair or rebuild, and to cancel this Lease on thirty (30) days’ prior written notice. In the event of any material damage to or destruction cancellation by Lessor as a result of any of the Assets after the date hereof and prior to the Closing (in any such casean uninsured casualty, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser Lessee shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair right, in its sole and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement costabsolute discretion, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after days following Lessor’s notice of cancellation, to override such cancellation by agreeing to repair the Damage damage at Lessee’s sole cost and expense. In such event, the Lessee shall repair or Destruction Loss is given by Seller, then rebuild within a reasonable time following the amount of the reduction shall be determined by the Bankruptcy Courtdamage or destruction.

Damage or Destruction. Until 4.9.1 If the ClosingPremises are damaged 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 proceed with reasonable diligence to 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 Assets damage cannot be repaired within such 120 Business 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 Landlord shall remain 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 risk time of Sellerthe damage and was not owned by Landlord. In the event case of any material damage to the Premises or destruction the Building which is of any 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 Assets after 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 hereof of the Casualty Notice and prior ending on the earlier of (i) the date that Landlord has substantially completed its repairs to the Closing Materially Affected Premises and (in ii) the date that Tenant uses any portion of the Materially Affected Premises for the conduct of its business, or (b) such case, a “Damage damage materially interferes with Tenant’s access to or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies use of insurance and the underlying Asset is not repaired or replaced prior to Closingentire Premises, all right Base Rent and claim Additional Rent otherwise payable hereunder shall be abated for the period beginning on the date of Seller 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 proceeds portion of the Premises for the conduct of its business. Except for the abatement of Base Rent and Additional Rent if and to the extent provided herein, Tenant agrees to look to the provider of Tenant’s insurance for such Damage coverage for the loss of Tenant’s use of the Premises and any other related losses or Destruction Loss damages incurred by Tenant 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 (12) months after Landlord’s receipt of the Casualty Notice (which date in shall be assigned extended one day for each day of delay caused by any act or omission of Tenant and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing for events of Force Majeure as contemplated in accordance with Section 1.4(bParagraph 6.8 hereof). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser then Tenant shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are cancel this Lease upon not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement costthirty (30) days prior written notice given to the Landlord within ten (10) Business Days after the expiration of such period (time being of the essence), provided such cancellation shall be void and this Lease shall continue in full force and effect in the estimated cost event that substantial completion of the Premises is achieved within such thirty (30) day period (which date 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). 4.9.2 If the Building is damaged by fire, earthquake or other casualty and more than fifty percent (50%) of the Building is rendered untenantable, without regard to repair or restore whether the Assets Premises are affected by such Damage damage, Landlord may in its absolute discretion and without limiting any other options available to Landlord under this Lease or Destruction Loss otherwise, elect to substantially the same condition that existed immediately prior terminate this Lease by notice in writing to Tenant within forty (40) Business Days after the occurrence of such Damage damage if Landlord is also terminating the leases of other tenants in the Building who are similarly situated to Tenant. Such notice shall be effective thirty (30) Business Days after receipt by Tenant unless a later date is set forth in Landlord’s notice. 4.9.3 Notwithstanding anything contained in this Lease to the contrary, if there is damage to the Premises or Destruction Loss, Building and the holder of any indebtedness secured by a mortgage or (ii) if deed of trust covering any such Assets are destroyed or damaged beyond repair or are not able to property requires that the insurance proceeds be repaired to substantially the same condition that existed prior applied to such Damage indebtedness or Destruction Loss at a if the insurance proceeds are otherwise inadequate to complete the repair of the damages to the Premises, the Building or both, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) Business Days after Landlord is notified of such requirement. 4.9.4 Notwithstanding the foregoing, if the Premises or the Building are wholly or partially damaged or destroyed within the final six (6) months of the Term, to such an extent that the cost less than their replacement cost, of restoration would exceed fifty percent (50%) of the replacement cost of the Assets. If Purchaser elects Premises and/or the Building in its or their entirety at the time such damage or destruction occurs, Landlord may, at its option, elect to reduce the Cash Consideration pursuant terminate this Lease upon written notice to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement Tenant within five forty (540) Business Days after notice following such damage or destruction. Further, notwithstanding the foregoing, if the Premises are wholly or partially damaged or destroyed within the final six (6) months of the Damage Lease Term to such an extent that the cost of restoration would exceed fifty percent (50%) of the replacement cost of the Premises in its entirety at the time such damage or Destruction Loss is given destruction occurs and Landlord estimates that less than three (3) months will remain in the Lease Term on the date by Sellerwhich Landlord estimates completion of its restoration work, then the amount of the reduction shall be determined by the Bankruptcy CourtTenant also may terminate this Lease upon written notice to Landlord within thirty (30) days following such damage or destruction.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. 17.1 In the event that any structure located on the Parcels is damaged or destroyed, then Tenant shall repair or rebuild such structure to substantially the condition in which it was immediately prior to the casualty, but in no event shall Tenant be required to repair or rebuild non-functional or decorative items (e.g., statues). 17.2 Tenant shall commence to rebuild or repair the Premises promptly after such damage or destruction, provided that all permits required for such work have been obtained at the time necessary with the Tenant using reasonable diligence to obtain such permits, and shall proceed with diligence to complete the restoration. If Tenant is not able to obtain permits to restore the Premises as required hereunder, then Tenant shall repair or rebuild the Premises as required hereunder to the maximum extent to which it can obtain permits to do so. Tenant shall not have the right to terminate this Lease as the result of any material damage to or destruction of the Premises, and Tenant hereby waives the right to do so under any applicable statute, code, case law or other legal doctrine. This Lease shall remain in full force and effect, and Tenant shall be entitled to an equitable abatement of the Assets after Rent during the date hereof time and prior to the Closing (in extent any portion of the Premises is unfit for occupancy; provided, however, that the amount of such caseabatement shall not exceed the amount of loss of rents or business interruption insurance proceeds, a “Damage or Destruction Loss”) Seller shall give notice thereof if any, payable to Purchaser promptly thereafter. If any Landlord by reason of such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid . In the event Tenant is obligated to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have rebuild the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration Premises pursuant to this Section 4.1217, Seller and Purchaser then all insurance proceeds arising out of insurance coverage procured by Landlord (other than loss of rents insurance or business interruption insurance), if any, shall negotiate in good faith in an effort be made available to agree upon Tenant to pay for the amount cost of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage repair, rebuilding or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtrestoration.

Damage or Destruction. Until If the ClosingPremises are destroyed or damaged by fire, earthquake, or other casualty, Concessionaire shall promptly notify the Assets Superintendent of the extent of such destruction or damage and the extent of the Premises that remain usable, if any, for Concessionaire’s purposes. If the damage is repairable within twenty-four (24) months from the date of the occurrence, then if insurance proceeds or self-insurance coverages are available to pay the full cost of the repairs (except for the deductible amounts) City shall remain at repair the risk Premises with due diligence. However, City retains the sole option to not repair or replace Building 30 or Premises for any reason, in which case the City may elect to terminate this Agreement upon sixty (60) days written notice. The Concession Fee shall be abated in the proportion that the un-tenantable portion of Sellerthe Premises bears to the whole thereof, as the Superintendent reasonably determines, for the period from the date of the casualty to the completion of the repairs. If the damage to the Premises is uninsured or cannot be repaired within twenty-four (24) months from the date of the occurrence, either City or Concessionaire may terminate this Agreement upon sixty (60) days’ written notice to the other. If thirty percent (30%) or more of Building 30 is destroyed or damaged or the Premises are not damaged but damage or destruction to Building 30 materially and adversely impacts the Permitted Use and the damage is not insured or cannot be repaired within twenty-four (24) months, then regardless of whether the Premises are damaged or not, Concessionaire may elect to terminate this Agreement upon sixty (60) days written notice to City. In the event of any material damage by casualty, Concessionaire shall, at its sole cost and expense, be responsible for repair of damage to or destruction of any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance its own personal property and the underlying Asset is City shall not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost required to repair or restore any damage or injury or to replace any equipment, inventory, fixture, or other personal property of Concessionaire or others located on the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior Premises. Neither City nor Concessionaire shall be liable in damages to the occurrence other for terminating this Agreement in accordance with the provisions of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtsection.

Damage or Destruction. Until (a) If during the Closingterm the Premises are totally or partially destroyed, or any other portion of the Assets Building is damaged in such a way that Tenant's use of the Premises is materially interfered with, from a risk which is wholly covered by insurance proceeds made available to Landlord for such purpose, Landlord shall remain proceed with reasonable diligence to repair the damage or destruction and this Lease shall not be terminated; provided, however, that if in the opinion of Landlord's architect or contractor the work of repair cannot be completed in 90 days following such damage or destruction, Landlord may at the risk of Seller. In its election terminate this Lease by notice given to Tenant within 30 days following the event or such longer period as may reasonably be necessary to obtain information from its architect or contractor. (b) If during the term the Premises are totally or partially destroyed, or any other portion of the Building is damaged in such a way that Tenant's use of the Premises is materially interfered with, from a risk which is not wholly covered by insurance proceeds made available to Landlord for repair or reconstruction and such that the loss results in damages greater than five percent (5%) of the then-replacement cost of the Building, Landlord may at its election by notice to Tenant given within 30 days following the event or such longer period as may reasonably be necessary for Landlord to obtain information from its architect or contractor, either restore the Premises or terminate this Lease. (c) In case of destruction or damage which materially interferes with Tenaxx'x xse of the Premises, if this Lease is not terminated as herein provided, rent shall be abated during the period required for the work of repair based upon the degree of interference with Tenaxx'x xse of the Premises. Except for abatement of rent, Tenant shall have no claim against Landlord for any material loss suffered by Tenant due to damage to or destruction of the Premises or any work of repair undertaken as herein provided. If Tenaxx'x xse of the Assets Premises is substantially impaired for a period of more than 365 days after the date hereof and prior to the Closing (in any of such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser then Tenant shall have the right to reduce the Cash Consideration terminate this Lease by an amount equal notice to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss Landlord at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost any time thereafter until Tenaxx'x xse of the AssetsPremises is substantially restored. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice damage or destruction which materially interferes with Tenaxx'x xse of the Damage or Destruction Loss is given by SellerPremises occurs during the last 12 months of the term, then Tenant by notice to Landlord given within 30 days following the amount event, may terminate this Lease as of any date following such notice. Tenant expressly waives provisions of applicable law which would otherwise provide for termination of a hiring upon destruction of the reduction shall be determined thing hired, which are superseded by the Bankruptcy Courtthis paragraph 10.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. 27.01 In the event of any material damage to or destruction of any the Leased Space, the Tenant shall notify the Landlord immediately of the Assets after the date hereof such damage or destruction occurring, and prior to the Closing (extent that the Leased Space or Property or any substantial part thereof is rendered not reasonably capable of use by the Tenant for the purposes described in any such caseSection 4 of this Lease, a “Damage then either the Tenant or Destruction Loss”) Seller shall give the Landlord may terminate this Lease on written notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior given to the Closing Date to repair any damage or destructionother within thirty (30) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to days after the occurrence of such Damage damage or Destruction Lossdestruction. In the event that the parties choose to continue with the Lease, the certificate of the Landlord’s professional, licensed architect or engineer as to the length of time required while using reasonable diligence to rebuild or restore the Leased Space shall be conclusive and binding upon the Landlord and the Tenant. 27.02 The Tenant shall be responsible for any damage, destruction or injury caused to the Leased Space or Property as a result of the activities of the Tenant, its officers, servants, employees, agents, guests, invitees or the Occupants and shall pay all costs and expenses necessary to bring the Leased Space and/or Property back to the condition the Leased Space and/or Property was in before the damage, destruction or injury took place. 27.03 The Tenant shall immediately make payment to the Landlord for the cost of any repairs or replacement items required for the safe operation of the Leased Space or Property resulting from any damage, destruction or injury caused by the Tenant’s use, including by its officers, servants, employees, agents, guests, invitees or the Occupants. 27.04 The Landlord shall invoice the Tenant for the costs of any repairs or replacement items required to bring the Leased Space or Property back to the condition the Leased Space or Property was in before the damage, destruction or injury. In default of payment thereof for more than thirty (ii30) if such Assets are destroyed or damaged beyond repair or are not able to days from the date of the invoice, the Tenant shall be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss charged interest at a cost less than their rate prescribed in the Town’s Fees By-law, as periodically amended, and such fees shall be due and payable forthwith. 27.05 If the Tenant fails to make payment to the Landlord for the repairs or replacement costitems as set out herein, the replacement cost of Landlord reserves the Assets. If Purchaser elects right to reduce terminate this Lease immediately and without notice and may commence action to collect the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon unpaid account from the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtTenant.

Damage or Destruction. Until 15.01 If the ClosingPremises is damaged or destroyed by fire or other casualty, the Assets shall remain at the risk of Seller. In the event of any material damage Tenant will immediately give written notice to or destruction of any Landlord of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereaftercasualty. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall Landlord will have the right to reduce terminate this Lease following a casualty if any of the Cash Consideration by an amount equal following occur: (a) insurance proceeds actually paid to (i) if such Assets 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 180 days from the date restoration commences; (c) the Premises are damaged or destroyed within the last 12 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 beyond such that the cost of repair and are able to be repaired to substantially of the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence would exceed 10% of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assetssame. If Purchaser Landlord elects to reduce the Cash Consideration 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 to Tenant under Tenant’s insurance, excepting those attributable to Tenant’s furniture, fixtures, equipment, and any other personal property. 15.02 If this Lease is not terminated pursuant to Section 15.01, Landlord will repair the Premises and this Section 4.12Lease shall continue. The repair obligation of Landlord shall be limited to repair of the Premises excluding any Tenant Improvements, Seller Tenant Alterations, and Purchaser shall negotiate any personal property and trade fixtures of Tenant. During the period of repair, rent will be abated or reduced in good faith in an effort proportion to agree upon the degree to which Tenant’s use of the Premises is impaired, as determined by Landlord, not to exceed the total amount of such reductionrent loss insurance proceeds, directly attributable to Tenant’s Premises, Landlord has received. If However, rent will not be abated if Tenant or any of its agents is the parties are unable to reach agreement within five (5) Business Days after notice cause of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtcasualty.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk Section 8.1 Tenant covenants and agrees that in case of Seller. In the event of any material damage to or destruction of any of the Assets after the date hereof and prior to the Closing (in any such casePremises by fire other casualty, a “Damage or Destruction Loss”) Seller Tenant shall promptly give written notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance Landlord, and the underlying Asset is not repaired or replaced Landlord, to the extent of any insurance proceeds actually received, shall repair and rebuild the same as nearly as possible to the condition the Premises were in immediately prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions or other improvements which may have been placed in, on or about the Premises by Tenant over and above any Tenant finish provided at the inception of this Lease. Provided however, that in the event the damage or destruction is due to Tenant's act, omission or negligence, Tenant shall pay the cost of such repairing and rebuilding. Tenant may repair or rebuild at its expense to the extent not required to be done by Landlord under this paragraph, but subject to Tenant's complying with the provisions of Article VII. Section 8.2 Rent shall xxxxx proportionately on such part of the Premises as may have been rendered wholly untenantable until such time as such time as such part shall be fit for occupancy, after which time the full amount of Rent shall be payable. Tenant acknowledges that it may obtain business interruption insurance to insure itself in the event of damage or destruction, which insurance shall be the sole expense of Tenant. Section 8.3 Notwithstanding Section 8.1, if the Premises or Building shall be substantially damaged (substantially is defined as thirty percent (30%) paid to Purchaser at Closing or more of the usable square feet in accordance with Section 1.4(b). If any such Damage the Premises or Destruction Loss is not covered in the Building) or destroyed by policies of insurancefire or otherwise, Purchaser Landlord and Tenant shall have the right to reduce option of terminating this Lease as of the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence date of such Damage damage or Destruction Loss, or destruction by giving Tenant as least thirty (ii30) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtdays' written notice.

Damage or Destruction. Until (a) If the ClosingHotel or any portion thereof shall be damaged or destroyed at any time or times during the Term by fire, the Assets shall remain at the risk of Seller. In the event of casualty or any material damage to or destruction of any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is other cause commonly covered by policies of fire and extended coverage insurance and the underlying Asset is not repaired or replaced cost of repairing such damage and restoring the Hotel to substantially its condition immediately prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction, as reasonably estimated by Owner based upon estimates Owner receives from contractors and other reasonable and customary evidence, will not exceed the sum of $1,000,000 plus adjustments to reflect increases in the CPI for each Fiscal Year after 2018 exclusive of the cost of the foundation and footings ("Minimum Cost"), Owner will, at its own cost and expense (subject to Owner's receipt of insurance proceeds sufficient to pay such costs and expenses) paid to Purchaser at Closing and with due diligence repair and/or restore the Hotel so that after such repair and/or restoration, the Hotel shall be in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed as it was immediately prior to such Damage damage or Destruction Loss at destruction. (b) If the cost of such repair and/or restoration will, as so reasonably estimated by Owner, exceed the Minimum Cost, then Owner shall, within one hundred twenty (120) days after such damage or destruction, elect by notice to Manager either (x) to carry out such repair and/or restoration, in which case Owner shall complete such repair and/or restoration pursuant to the last sentence of Section 15.1(a) or (y) to terminate this Agreement; should Owner so elect to terminate this Agreement. Upon the termination of this Agreement pursuant to this paragraph, Operator shall be entitled to a cost less than their replacement cost, Reinstatement Right for a period of 24 months from the estimated cost date of termination. (c) In the case of damage or destruction which Owner is required by the preceding provisions of this Section 15.1 to repair or restore the Assets affected by or where Owner has not elected under said preceding provisions to terminate this Agreement, Owner shall undertake to so repair and/or restore such Damage damage or Destruction Loss destruction and neither Owner nor Manager shall have a right to substantially the same condition that existed immediately prior to the occurrence terminate this Agreement on account of such Damage damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtdestruction.

Damage or Destruction. Until Within sixty (60) days after the Closingdate 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 by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the Assets damage shall remain 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, 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, 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 risk 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 Sellersuch 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. However, if Landlord does not elect to terminate this Lease pursuant to Landlord's termination right as provided above, and the Damage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (180) days after being commenced, Tenant may elect, not later than thirty (30) days after Tenant's receipt of the Damage Repair Estimate, to terminate this Lease by written notice to Landlord effective as of the date specified in Tenant's notice. Finally, if 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 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 material damage 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 Assets after Project or the date hereof Premises or in or to fixtures, appurtenances and prior 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 Closing (in any such case, a “Damage or Destruction Loss”) Seller same. Tenant acknowledges that Tenant shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all have no right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received carried by Seller and not used prior Landlord relating to the Closing Date property damage. With respect to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss which Landlord is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost obligated to repair or restore elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases its rights under the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence provisions of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost Sections 1932 and 1933 of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtCalifornia Civil Code.

Damage or Destruction. Until Within sixty (60) days after the Closingdate Landlord learns of the necessity for repairs as a result of damage, Landlord shall notify Tenant (“Damage Repair Estimate”) of Landlord’s reasonable estimated assessment of the period of time in which the repairs will be completed. If the Project is damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the Assets damage shall remain be repaired by Landlord to 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 to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of repair of Improvements and Alterations 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. However, Landlord shall have no right to 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 in such event this Lease shall continue in effect and the risk 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 Sellersuch 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 substantial extent, whether or not the Premises 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 Tenant’s employees, agents or contractors, Tenant may elect, not later than thirty (30) days after Tenant’s receipt of the Damage Repair Estimate, to terminate this Lease by written notice to Landlord effective as of the date specified in Tenant’s notice. Finally, if 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 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 material damage 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 Assets after Project or the date hereof Premises or in or to fixtures, appurtenances and prior 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 Closing (in any such case, a “Damage or Destruction Loss”) Seller same. Tenant acknowledges that Tenant shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all have no right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received carried by Seller and not used prior Landlord relating to the Closing Date property damage. With respect to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss which Landlord is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost obligated to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases any rights under law to terminate this Lease in the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount event of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courta casualty.

Damage or Destruction. Until 22.1 In the Closingevent of damage to or destruction of all or any portion of the Project or the Premises or the improvements and fixtures thereon (collectively, “improvements”) arising from a risk covered by the Assets insurance described in Section 21.2, Landlord shall remain within a reasonable time commence and proceed diligently to repair, reconstruct and restore (collectively, “restore”) the improvements to substantially the same condition as they were in immediately prior to the casualty. Tenant shall be responsible for its Pro Rata Share of insurance deductibles and for all costs of restoration in excess of insurance proceeds as Operating Expenses pursuant to the provisions of Article 7, provided, however, that any such costs which would be deemed of a “capital” nature under generally accepted accounting principles shall be amortized over the useful life of the repair or replacement as determined under Internal Revenue Service guidelines, and Tenant shall pay only that portion of the costs which are amortized over the balance of the term, payable at the time the costs are incurred to the extent Tenant’s share of the costs are less than $1.75 per square foot of Rentable Area of the Premises, with the balance payable on a monthly basis during the balance of the term. In no event shall Tenant be liable for costs of restoration to the extent the inadequacy of insurance proceeds is due to Landlord’s failure to carry the insurance required to be carried by Landlord pursuant to the terms of this Lease. 22.2 In the event of any damage to or destruction of all or any portion of the improvements arising from a risk which is not covered by the insurance required to be carried by Landlord pursuant to Section 21.2, Landlord may elect at its cost to restore the improvements, in which event Landlord shall, within a reasonable time, commence and proceed diligently to restore the improvements to substantially the same condition as they were in immediately prior to the casualty. In the event Landlord elects not to restore the improvements, this Lease shall terminate as of Sellerthe date of the damage or destruction unless Tenant elects to pay the full cost of restoration. 22.3 In the event the improvements are restored pursuant to Section 22.1 or Section 22.2, this Lease shall continue in full force and effect, notwithstanding such damage or destruction; provided, however, that if the damage or destruction (i) occurs during the last year of the term and the expense of restoration exceeds $500,000, or (ii) occurs at any other time and the expense of restoration (after application of insurance proceeds) exceeds $1,000,000, Landlord may at its election terminate the Lease unless Tenant elects to pay the full cost of restoration. 22.4 In satisfying its obligations under this Article 22, Landlord shall be not be required to fulfill its restoration responsibilities with improvements identical to those which were damaged or destroyed; rather, with the consent of Tenant, which consent will not be unreasonably withheld or delayed, Landlord may restore the damage or destruction with improvements reasonably equivalent or of reasonably equivalent value to those damaged or destroyed. 22.5 In the event of damage, destruction and/or restoration as herein provided, Tenant shall not be entitled to any compensation or damages occasioned by any such damage, destruction or restoration, but Tenant shall be entitled to an equitable abatement of rent in proportion to the extent the Premises are not usable by Tenant. Notwithstanding the foregoing, in the event restoration cannot reasonably be completed within six (6) months following the damage or destruction as estimated by Landlord’s architect, Landlord will give notice thereof to Tenant within fifteen (15) days following such damage or destruction, and Tenant at its election may by written notice to Landlord terminate this Lease. In the event of any material damage such termination, Tenant shall have no responsibility for contributing to the expense of restoration. 22.6 Notwithstanding anything to the contrary contained in this Article, should Landlord be delayed or destruction of any prevented from completing the restoration of the Assets improvements after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage damage or Destruction Lossdestruction by reason of acts of God, war, terrorism, government restrictions, inability to procure the necessary labor or materials, strikes, or other causes beyond the control of Landlord (ii) if such Assets are destroyed but excluding economic conditions or damaged beyond repair or are not able financial inability to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement costperform), the replacement cost time for Landlord to commence or complete restoration shall be extended for the time reasonably required as a result of such event. 22.7 If an insured casualty occurs, Landlord shall make the loss adjustment with the insurance company for the insurance carried by Landlord. 22.8 Tenant waives the provisions of Civil Code Section 1932(2) and 1933(4) or any similar statute now existing or hereafter adopted governing destruction of the Assets. If Purchaser elects to reduce Premises, so that the Cash Consideration pursuant to this Section 4.12, Seller parties’ rights and Purchaser shall negotiate obligations in good faith in an effort to agree upon the amount event of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage damage or Destruction Loss is given by Seller, then the amount of the reduction destruction shall be determined governed by the Bankruptcy Courtprovisions of this Lease.

Damage or Destruction. Until Section 8.1 Tenant covenants and agrees that in case of damage to or ----------- destruction of the ClosingPremises by fire or other casualty, Tenant shall promptly give written notice thereof to Landlord, and the Assets Landlord, to the extent of any insurance proceeds actually received, shall remain repair and rebuild the same as nearly as possible to the condition the Premises were in immediately prior to such damage or destruction, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions or other improvements which may have been placed in, on or about the Premises by Tenant over and above any Tenant finish provided at the risk inception of Sellerthis Lease. In Provided however, that in the event the damage or destruction is due to Tenant's act omission or negligence, Tenant shall pay the cost of such repairing and rebuilding. Tenant may repair or rebuild at its expense to the extent not required to be done by Landlord under paragraph, but subject to Tenant's complying with the provisions of Article VII. Section 8.2 Rent shall xxxxx proportionately on such part of the ----------- Premises as may have been rendered wholly untenantable until such time as such part shall be fit for occupancy, after which time the full amount of Rent shall be payable. Tenant hereby waives the provisions of any law now or hereafter on effect which would relieve the Tenant from any obligation to pay Base Rent or Additional Rent under this Lease, except to the extent provided by this Section. Tenant acknowledges that it may obtain business interruption insurance to insure itself in the event of any material damage to or destruction of any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction, which insurance shall be the sole expense of Tenant. Section 8.3 Notwithstanding Section 8.1, if the Premises or Building ----------- shall be substantially damaged (substantially is defined as thirty percent (30%) paid to Purchaser at Closing or more of the usable square feet in accordance with Section 1.4(b). If any such Damage the Premises or Destruction Loss is not covered in the Building) or destroyed by policies of insurancefire or otherwise, Purchaser Landlord shall have the right to reduce option of terminating this Lease as of the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence date of such Damage damage or Destruction Loss, or destruction by giving Tenant at lease thirty (ii30) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtdays' written notice.

Damage or Destruction. Until Within sixty (60) days after the Closingdate 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 by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the Assets damage shall remain 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, 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, 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 them in a reasonable time and in such event this Lease shall continue in effect and the risk 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 Sellersuch 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, and rent shall be abated during such time to the extent permitted by this Article 16. 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, and 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 the Damage Repair Estimate indicates that repairs cannot 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, Tenant may elect, not later than thirty (30) days after Tenant's receipt of the Damage Repair Estimate, to terminate this Lease by written notice to Landlord effective as of the date specified in Tenant's notice. Finally, if 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 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 material damage 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 Assets after Project or the date hereof Premises or in or to fixtures, appurtenances and prior 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 Closing (in any such casesame. Except for proceeds relating to Tenant's furniture, a “Damage or Destruction Loss”) Seller furnishings, trade fixtures and equipment, Tenant acknowledges that Tenant shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all have no right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior relating to the Closing Date property damage. With respect to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss which Landlord is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost obligated to repair or restore elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases its rights under the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence provisions of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost Sections 1932 and 1933 of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtCalifornia Civil Code.

Damage or Destruction. Until 22.01. If the ClosingBuilding or the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (and if this Lease shall not be terminated as in this Article 22 hereinafter provided), Landlord shall repair the damage and restore and rebuild the Building and/or the Demised Premises (except for the Tenant's Property) with reasonable dispatch after notice to it of the damage or destruction and the collection of the insurance proceeds attributable to such damage. 22.02. Subject to the provisions of Section 22.05, if all or part of the Demised Premises shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, the Assets Rent shall remain at be abated or reduced, as the risk case may be, in the proportion that the untenantable area of Seller. In the event Demised Premises bears to the total area of any material the Demised Premises (to the extent of rent insurance proceeds received by Landlord from insurance maintained by Tenant), for the period from the date of the damage or destruction to the date the damage to or destruction of any the Demised Premises shall be substantially repaired provided, however, should Tenant reoccupy a portion of the Assets after Demised Premises during the date hereof period the repair or restoration work is taking place and prior to the Closing (in any date that the Demised Premises are substantially repaired or made tenantable the Rent allocable to such casereoccupied portion, a “Damage or Destruction Loss”) Seller based upon the proportion which the area of the reoccupied portion of the Demised Premises bears to the total area of the Demised Premises, shall give notice thereof to Purchaser promptly thereafterbe payable by Tenant from the date of such occupancy. 22.03. If any such Damage (a) the Building or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss Demised Premises shall be assigned and totally damaged or destroyed by fire or other casualty, or (b) the Building shall be so damaged or destroyed by fire or other casualty that its repair or restoration requires the expenditure, as estimated by a reputable contractor or architect designated by Landlord, of more than thirty-five percent (35%) (or fifteen percent [15%] if previously received by Seller and not used such casualty occurs during the last two [2] years of the Term) of the full insurable value of the Building immediately prior to the Closing Date to repair any damage casualty, or destruction(c) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage the Building shall be damaged or Destruction Loss is destroyed by fire or other casualty and either the loss shall not be covered by policies Landlord's insurance or the net insurance proceeds (after deducting all expenses in connection with obtaining such proceeds) shall, in the estimation of insurancea reputable contractor or architect designated by Landlord be insufficient to pay for the repair or restoration work, Purchaser then in either such case Landlord may terminate this Lease by giving Tenant notice to such effect within ninety (90) days after the date of the fire or other casualty. Notwithstanding any of the foregoing to the contrary, if the Building shall be so damaged or destroyed by fire or other casualty so that it is rendered untenantable for Tenant's use and occupancy and its repair would take more than twelve (12) months from the date of the fire or other casualty to accomplish (the "Restoration Period"), as reasonably estimated by the Architect, (the "Architect's Determination"), then Tenant shall have the right to reduce terminate this Lease upon written notice to Landlord given within thirty (30) days of notice of the Cash Consideration Architect's Determination. Landlord shall give Tenant written notice of the Architect's Determination within sixty (60) days of such damage or destruction. 22.04. Tenant shall not be entitled to terminate this Lease, except as otherwise provided above, and no damages, compensation or claim shall be payable by an amount equal to (i) if such Assets are not destroyed Landlord for inconvenience, loss of business or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to annoyance arising from any repair or restore restoration of any portion of the Assets affected Building pursuant to this Article 22. Landlord shall use its best efforts to make such repair or restoration promptly and in such manner as to not unreasonably interfere with Tenant's use and occupancy of the Demised Premises, but Landlord shall not be required to do such repair or restoration work except during Business Hours on Business Days. 22.05. Notwithstanding any of the foregoing provisions of this Article 22, if by such Damage reason of some act or Destruction Loss omission on the part of Tenant or any of its subtenants or its or their partners, directors, officers, servants, employees, agents or contractors, either (a) Landlord or any Superior Lessor or any Superior Mortgagee shall be unable to substantially collect all of the same condition that existed immediately prior insurance proceeds (including, without limitation, rent insurance proceeds) applicable to damage or destruction of the occurrence of such Damage Building by fire or Destruction Lossother casualty, or (iib) if such Assets are the Building shall be damaged or destroyed or damaged beyond repair rendered completely or are not able partially untenantable on account of fire or other casualty, then, without prejudice to any other remedies which may be repaired to substantially the same condition that existed prior to such Damage available against Tenant, there shall be no abatement or Destruction Loss at a cost less than their replacement cost, the replacement cost reduction of the AssetsRent. If Purchaser elects Further, nothing contained in this Article 22 shall relieve Tenant from any liability that may exist as a result of any damage or destruction by fire or other casualty. 22.06. Landlord will not carry insurance of any kind on the Tenant's Property and, except as provided by law or by reason of Landlord's breach of any of its obligations hereunder, shall not be obligated to reduce repair any damage to or replace the Cash Consideration pursuant to Tenant's Property. 22.07. The provisions of this Section 4.12, Seller and Purchaser Article 22 shall negotiate in good faith in be deemed an effort to agree upon the amount express agreement governing any case of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice damage or destruction of the Damage Building by fire or Destruction Loss is given by Sellerother casualty, then and any law providing for such a contingency in the amount absence of the reduction an express agreement, now or hereafter in force, shall be determined by the Bankruptcy Courthave no application in such case.

Damage or Destruction. Until Subject to the Closingother provision of this paragraph, if the Premises or any portion thereof becomes damaged or wholly or partially untenantable because of fire, earthquake, act of God, the Assets elements or other casualty, Landlord shall remain repair such damage at the risk of Seller. In the event of any material damage Landlord's sole cost and expense provided insurance proceeds payable with respect to such loss are equal to or destruction of any greater than seventy-five percent (75%) of the Assets cost to repair such damage or destruction. Landlord shall notify Tenant within thirty (30) days after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies loss occurs of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair such damage or restore the Assets affected by destruction and whether such Damage damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to destruction may be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost within one hundred and fifty (150) days of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of date such reductionloss occurred ("Landlord's Damage Notice"). If the parties insurance proceeds payable with respect to such loss are unable less than seventy-five percent (75%) of the cost to reach agreement repair such damage or destruction, Landlord may elect to terminate this Lease upon written notice to Tenant given within five ten (510) Business Days days following receipt of Landlord's Damage Notice. If Landlord estimates the repairs will take more than one hundred fifty (150) days from the date the loss occurred, either Landlord or Tenant may elect to terminate this Lease upon written notice to the other given within ten (10) days following receipt of Landlord's Damage Notice. If neither Landlord nor Tenant elect to terminate this Lease, then Landlord shall restore the damage or destruction at Landlord's sole expense within one hundred fifty (150) days after the date the loss occurred. If Landlord fails to substantially complete the restoration of such damage or destruction within one hundred fifty (150) days following such damage or destruction, Tenant may elect to terminate this Lease by giving written notice of such election to Landlord not later than the Damage or Destruction Loss is given by Seller, then one hundred eightieth (180th) day following the amount date the loss occurred. Rent shall xxxxx for such part of the reduction Premises as shall be determined rendered unusable by Tenant in the Bankruptcy Courtconduct of its business during the time such part is so unusable.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. In the event the Demised Premises are damaged by fire, explosion, or other casualty or occurrence, Lessor shall repair or rebuild the Demised Premises. Lessor agrees that as soon as it is reasonably able, but not later than three months after receipt of insurance proceeds, it will commence to repair or rebuild, and that it must have the Demised Premises properly repaired or rebuilt for Lessee within 180 days from the date of damage. The proceeds of insurance policies covering fire and other hazards shall be applied to fully restore the premises as nearly as possible to their original condition or to restore the premises so that it will be equal in value to its original condition. Provided however, that if said damage occurs during the 11th through 15th year of the original term of this Lease, or during any material renewal periods, Lessor may elect to rebuild or terminate this Lease upon giving written notice of such election in writing to Lessee within 45 days of the happening of the event causing the damage. Should Lessor decide to rebuild, Lessor agrees that it must have the Demised Premises properly repaired for Lessee within 180 days from the date of damage. Except as provided in Paragraph 16, no damage to or destruction of any improvement or building either by fire or other casualty or hazards, or in any other manner, or any condition rendering the Demised Premises untenantable or any permanant or temporary revocation or modification of any license, permit, privilege or right to occupy, use or maintain any street or sidewalk or any permanant or temporary deprivation of any right, privilege or easement appurtenence of any [****] operate as or be deemed an eviction partial or entire, of Lessee or in any way terminate, diminish, suspend, xxxxx or impair the obligation of Lessee to pay the full rental herein provided or the obligation of Lessee to fully observe and perform all covenants on the part of Lessee herein contained or any other obligation of Lessee herein reserved for the benefit of Lessor. Lessee agrees that there shall be no abatement of rent during the period of time in which the Demised Premises are being repaired or rebuilt, even though the Demised Premises may be untenantable in whole or in part during said period of time. Lessee shall have no claim against Lessor for any damage suffered by reason of any such damage, destruction, repair or restoration. If Lessor is required or elects to rebuild the Demised Premises as herein provided, Lessee shall repair or replace its leasehold improvements including its fixtures, furniture, furnishings, floor coverings and equipment, and stock in trade, and if Lessee has closed, Lessee shall promptly reopen for business. Notwithstanding the foregoing, the rights and obligations of Lessor and Lessee under this paragraph 10 shall be subject to the terms and conditions of any mortgage of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered Demised Premises by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtLessor.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. In the event the Premises or the Building are damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any material mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available 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 Tenant’s rental insurance and shall otherwise be abated to the extent the Premises are rendered untenantable. If repairs cannot, in Landlord’s reasonable opinion be made within two hundred seventy (270) days, Landlord shall notify Tenant within thirty (30) days the occurrence of such damage of its determination, in which event, or in the event such repairs are commenced but are not substantially completed within two hundred seventy (270) days of 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 destruction interference with Xxxxxx’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 Assets after Building or the date hereof Premises or in or to fixtures, appurtenances and prior to equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture or furnishings or on any fixtures or equipment removable by Tenant under the Closing (in any such case, a “Damage or Destruction Loss”) Seller provisions of this Lease and that Landlord shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date obliged to repair any damage thereto or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b)replace the same. If any such Damage or Destruction Loss is Landlord shall not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost required to repair any injury or restore the Assets affected damage caused by such Damage fire or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Lossother cause, or (ii) if such Assets are destroyed to make any repairs or damaged beyond repair replacements to or are not able to be repaired to substantially of improvements installed in the same condition that existed prior to such Damage Premises by or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtfor Tenant.

Damage or Destruction. Until In the Closingevent 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, then Landlord shall promptly restore or replace the Assets 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 remain at continue in full force and effect. Tenant may xxxxx rent to the risk 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 Sellersuch 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 destroyed or damaged by fire or other casualty to the extent of any material 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 or not rebuild or replace the 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 effect, 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 any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafterPremises. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser 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 reduce the Cash Consideration contrary contained herein, if the Premises leased by an amount equal the Tenant are more than fifty percent (50%) destroyed the Tenant shall have the option to (i) if such Assets either xxxxx their rent until the Premises are not restored or cancel this lease. If the Premises are partially or wholly destroyed or damaged beyond repair by fire or other casualty, an architect selected by the Landlord and are able to be repaired to substantially licensed in the same condition that existed prior to such Damage State of Wisconsin shall determine the extent of damage or Destruction Loss at destruction and will provide Landlord with a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost written determination of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice condition of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtPremises.

Damage or Destruction. Until 11.1 If the ClosingPremises or the Facility Improvements are damaged by fare or any casualty, then Lessee shall, at its sole cost and expense, and subject to the Assets shall remain at provisions of this Section, promptly commence and diligently pursue to completion the risk repair of Seller. In the event such damage upon receipt of any material damage applicable insurance proceeds so that the Premises are restored to or destruction a condition of any of similar quality, character, and utility for Lessee's purposes existing in the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed Premises prior to such Damage damage. Notwithstanding anything contrary contained herein, if the Premises are not repaired and restored within five (5) years from the date of damage, Lessor may terminate the Lease at any time before Xxxxxx completes the repairs and delivers the Premises after the expiration of such time. If Lessor does not so terminate, Lessee shall diligently continue to restore the Premises. 11.2 If damage or Destruction Loss destruction is caused by a peril not required to be insured against hereunder and for which insurance proceeds are not available, Lessee is not relieved of its obligations under this Section to repair and restore the Premises at a its sole cost less than their replacement cost, the estimated cost and expense. 11.3 If Lessee is required to repair or restore the Assets affected Premises under any provision of this Section and Xxxxxx's use of the Premises is materially and adversely affected, then until Lessee completes such repair or restoration, rent and all other charges payable by Lessee hereunder shall xxxxx based on the degree of damage and the impact such Damage or Destruction Loss to substantially damage and repairs have on Xxxxxx's use and the same condition that existed immediately prior relation of such impact to the occurrence charges contemplated. Notwithstanding any provision of such Damage or Destruction Lossthis Section to the contrary, or (ii) if such Assets are destroyed or damaged beyond in no event shall this Section be deemed to require Lessor to share in and/or be responsible for the costs of restoration and repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects Premises caused by fire or other casualty. 11.4 Notwithstanding anything in this Article 11 to reduce the Cash Consideration pursuant to this Section 4.12contrary, Seller and Purchaser shall negotiate in good faith in an effort to agree upon if a casualty event occurs during the amount of such reduction. If the parties are unable to reach agreement within last five (5) Business Days after notice years of the Damage or Destruction Loss is given by SellerTerm of this Lease, then Lessee may terminate this Lease, in which event Lessee shall not be obligated to repair or restore the amount of the reduction Premises but shall be determined by the Bankruptcy Courtassign to Lessor any rights to insurance proceeds (other than business interruption proceeds) payable with respect to such casualty loss.

Damage or Destruction. Until (a) Buyer shall be bound to purchase each of the Closing, Properties within the Assets shall remain at LPIF Portfolio for the risk Purchase Price as required by the terms of Seller. In this Agreement without regard to the event occurrence or effect of any material damage to or destruction of any of the Assets after Properties or condemnation of any Property by right of eminent domain, provided that the date hereof occurrence of any damage or destruction involves repair costs of $500,000 or less, and prior to the Closing (in any such case, condemnation does not affect a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereaftermaterial portion for each affected Property. If any such Damage Buyer is so bound to purchase a Property notwithstanding the occurrence of damage, destruction or Destruction Loss is condemnation, then upon the close of escrow: (A) in the event of damage covered by policies insurance or an immaterial condemnation, Buyer shall receive a credit against the Purchase Price allocated to such Property (as set forth in Exhibit B hereto) in the amount (net of insurance collection costs and the underlying Asset is not repaired or replaced prior to Closing, all right and claim costs of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received repair reasonably incurred by Seller and not used then reimbursed) of any insurance proceeds or condemnation award collected and retained by Seller as a result of any such damage or destruction or condemnation plus (in the case of damage) the amount of the deductible portion of Seller's insurance policy, and Seller shall assign to Buyer all rights to such net insurance proceeds or condemnation awards as shall not have been collected prior to the close of escrow; and (B) in the event of damage not covered by insurance, Buyer shall receive a credit (not to exceed $500,000 for each affected Property) in the amount of the estimated cost to repair the damage. (b) In the event that any Property suffers damage or destruction or condemnation prior to the Closing Date that involves repair costs in excess of $500,000 or, in the case of condemnation, a material portion of the affected Property, then either Buyer or Seller may elect to repair any terminate this Agreement with respect to such Property by giving written notice of such election to the other party promptly following the event of damage or destruction) paid . In the event of termination of this Agreement with respect to Purchaser at Closing any Property pursuant to this Section 7.l(b), the parties shall be bound to consummate the purchase and sale of the balance of the LPIF Portfolio in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser this Agreement and the Purchase Price shall have the right to reduce the Cash Consideration be reduced by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, portion of the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior Purchase Price allocated to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtexcluded Property as provided on Exhibit B hereto.

Damage or Destruction. Until If all or any part of the ClosingPremises or any material portion of the balance of the Real Property is damaged by fire or other casualty, and the Assets damage can, in Landlord’s reasonable opinion, be repaired within sixty (60) days of the damage, then Landlord shall repair the damage and this Lease shall remain in full force and effect. If the repairs cannot, in Landlord’s opinion, be made within the sixty (60)-day period, Landlord at its option exercised by written notice to Tenant within the sixty (60)-day period, shall either (a) repair the damage, in which event this Lease shall continue in full force and effect, or (b) terminate this Lease as of the date specified by Landlord in the notice, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given, and this Lease shall terminate on the date specified in the notice. Notwithstanding the foregoing, Landlord shall not be obligated to repair or replace any of Tenant’s movable furniture, equipment, trade fixtures and other personal property, nor any above Building standard Alterations that were installed in the Premises by or at the risk request of Seller. In Tenant (including those installed by Landlord at Tenant’s request, whether prior or subsequent to the event commencement of any material the Lease term) and no damage to or destruction of any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller foregoing shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller entitle Tenant to any proceeds rent abatement, and Tenant shall, at Tenant’s sole cost and expense, repair and replace such items. All such repair and replacement of insurance for such Damage or Destruction Loss above Building standard Alterations shall be assigned and (if previously received constructed by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing Tenant in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reductionParagraph 9 above regarding Alterations. If the parties are unable to reach agreement within five (5) Business Days after notice fire or other casualty damages the Premises or the common areas of the Damage Real Property necessary for Tenant’s use and occupancy of the Premises, Tenant ceases to use any portion of the Premises as a result of such damage, and the damage does not result from the negligence or Destruction Loss is given by Sellerwillful misconduct of Tenant or any other Tenant Parties, then during the amount period the Premises or portion thereof are rendered unusable by such damage and repair, Tenant’s Monthly Rent and Additional Rent under Paragraphs 5 and 7 above shall be proportionately reduced based upon the extent to which the damage and repair prevents Tenant from conducting, and Tenant does not conduct, its business at the Premises. A total destruction of the reduction Building shall automatically terminate this Lease. In no event shall Tenant be determined entitled to any compensation or damages from Landlord for loss of use of the whole or any part of the Premises or for any inconvenience occasioned by any such destruction, rebuilding or restoration of the Bankruptcy CourtPremises, the Building or access thereto, except for the rent abatement expressly provided above. Tenant hereby waives any existing or future law providing for termination of hiring upon destruction of the thing hired and/or providing for repairs to and of premises.

Damage or Destruction. Until 9.1.1 In case of damage to the ClosingPremises or the Building by fire or other casualty, Tenant shall give immediate notice to Landlord. If the Assets shall remain at Building is damaged by fire or any other cause to such extent that the risk cost of Sellerrestoration, as reasonably estimated by Landlord, will equal or exceed 30% of the replacement value of the Building (exclusive of foundations) just prior to the occurrence of the damage, or if insurance proceeds sufficient for restoration are for any reason unavailable, then Landlord may no later than the sixtieth (60th) day following the damage, give Tenant a notice of election to terminate this Lease. In the event of such an election this Lease shall be deemed to terminate on the third day after the giving of said notice, Tenant shall surrender possession of the Premises within a reasonable time thereafter, and the Rent and Additional Rent shall be apportioned as of the date of said surrender and any material Rent paid for any period beyond said date shall be repaid to Tenant. If the cost of restoration as estimated by Landlord shall amount to less than 30% of such replacement value of the Building and insurance proceeds sufficient for restoration are available, or if despite the cost Landlord does not elect to terminate this Lease, Landlord shall restore the Building and the Premises (to the extent of improvements to the Premises originally provided by Landlord hereunder) with reasonable promptness, subject to delays beyond Landlord's control and delays in the making of insurance adjustments by Landlord, and Tenant shall have no right to terminate this Lease except as herein provided. To the extent that the Premises are rendered untenantable, the Rent shall proportionately xxxxx, except in the event such damage resulted from or was contributed to, directly, or indirectly, by the act, fault or neglect of Tenant, Tenant's contractors, agents, employees, invitees or licensees, in which event Rent shall xxxxx only to the extent Landlord receives proceeds from Landlord's rental income insurance policy to compensate Landlord for loss of rent. 9.1.2 No damages, compensations or destruction claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Assets after Premises or of the date hereof Building. Landlord shall use its best efforts to effect such repairs promptly. 9.1.3 Landlord will not carry insurance of any kind on any improvements paid for by Tenant or on Tenant's furniture or furnishings or on any fixtures, equipment, personal property, inventory, improvements or appurtenances of Tenant under this Lease and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller Landlord shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date obligated to repair any damage thereto or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have replace the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtsame.

Damage or Destruction. Until If the ClosingProject is damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the Assets damage shall remain at be repaired by Landlord to the risk 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 Seller. In such damage becomes known to Landlord, without the event 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 material 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 destruction 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 any repair of improvements within the Assets 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 seventy (270) days after the date hereof and prior necessity for repairs as a result of such damage becomes known to Landlord without the Closing (in any such casepayment of overtime or other premiums, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to ClosingLandlord may, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insuranceits option, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to 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 such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially at all, in the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Lossmanner provided in this Article 16, or (ii) if elect not to effect such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to repairs and instead terminate this Lease, by notifying Tenant in writing of such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost termination within sixty (60) days after Landlord learns of the Assetsnecessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. If Purchaser elects In addition, Landlord may elect to reduce terminate this Lease if the Cash Consideration pursuant 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, then notwithstanding anything contained in this Section 4.12Article 16 to the contrary, Seller and Purchaser Landlord shall negotiate in good faith in an effort have the option to agree upon terminate this Lease by giving written notice to Tenant of the amount exercise of such reduction. If the parties are unable to reach agreement option within five sixty (560) Business Days days after notice Landlord learns of the Damage or Destruction Loss is given by Seller, then necessity for repairs as the amount result of such damage. A total destruction of the reduction Project shall be determined by the Bankruptcy Court.-17- 4825-0360-7189.6

Damage or Destruction. Until 4.9.1 If the ClosingPremises are damaged by fire, earthquake or other casualty, Tenant shall give immediate written notice thereof to Landlord. If Landlord estimates that the Assets damage can be repaired 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 remain at proceed with reasonable diligence to restore the risk of Seller. In Premises to substantially the event of any material damage to or destruction of any of the Assets after the date hereof and condition which existed prior to the Closing damage and this Lease shall not terminate. If, in Landlord's estimation, the damage cannot be repaired within such 120 Business Day period or if there are insufficient insurance proceeds available to repair such damage, Landlord may elect in its absolute discretion to either: (in any such case, a “Damage a) terminate this Lease or Destruction Loss”(b) Seller shall give notice thereof restore the Premises to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and substantially the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used condition which existed prior to the Closing Date damage and this Lease will continue. If Landlord elects the option set forth in clause (b), then (1) the Lease Term shall be extended for the time required to complete such restoration, not to exceed 120 Business Days, (2) Landlord shall not be required to repair or restore fixtures, improvements or other property of Tenant. 4.9.2 If the Building or Project is damaged by fire, earthquake or other casualty and more than fifty percent (50%) of the Building or Project is rendered untenantable, without regard to whether the Premises are affected by such damage, Landlord may in its absolute discretion elect to terminate this Lease by notice in writing to Tenant within forty (40) Business Days after the occurrence of such damage. Such notice shall be effective twenty (20) Business Days after receipt by Tenant unless a later date is set forth in Landlord's notice. The foregoing notwithstanding, if the Building or Project is damaged by fire, earthquake or other casualty, and more than fifty percent (50%) of the Building or Project is rendered untenable and Tenant cannot reasonably conduct its business on the Premises, and Tenant actually ceases to operate its business on the Premises, rent for the entire Premises shall xxxxx as of the time of such occurrence, and for the duration the Tenant cannot and does not reasonably conduct its business on the Premises. 4.9.3 Notwithstanding anything contained in this Lease to the contrary, if there is damage to the Premises or Project and the holder of any damage indebtedness secured by a mortgage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If deed of trust covering any such Damage or Destruction Loss is not covered by policies of insuranceproperty requires that the insurance proceeds be applied to such indebtedness, Purchaser then Landlord shall have the right to reduce the Cash Consideration terminate this Lease by an amount equal delivering written notice of termination to Tenant within fifteen (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (515) Business Days after notice of the Damage or Destruction Loss such requirement is given made by Seller, then the amount of the reduction shall be determined by the Bankruptcy Court.such holder. 4.10

Damage or Destruction. Until If the ClosingPremises or any substantial part of the Premises and Common Areas is damaged or destroyed by fire or other casualty, such that the Assets damage cannot be replaced or repaired within One Hundred Eighty (180) days thereafter, either party may by written notice to the other, terminate this Lease, which termination shall be effective as of the date of such damage. If as a result of fire or other casualty the Premises add Common Areas are made partially or completely untenable, and the Lease is not terminated as provided above, this Lease shall remain at in full force and effect and the risk of Seller. In Base Rent and Additional Rent shall xxxxx during such time as the event of any material damage to or destruction of any Premises are untenable; provided, however, if Lessee occupies part of the Assets after the date hereof space, Base Rent and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss Additional Rent shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration abated by an amount equal determined by multiplying the Base Rent and Additional Rent by a fraction of the numerator of which is the leasable space which cannot be occupied and the denominator of which is the total leasable square footage within the Premises. Unless this Lease is terminated as hereinabove provided, this Lease shall remain in full force and effect and Lessor shall proceed with due diligence to (i) if such Assets are not destroyed or damaged beyond repair restore, repair, and are able to be repaired replace the Premises to substantially the same condition that existed prior as it was in as of the Commencement Date. Lessor shall be under no duty to such Damage restore any alterations, improvements or Destruction Loss additions made by the Lessee or by Lessor at a cost less than their replacement costLessee's request after the Commencement Date, unless the estimated cost same are covered by proceeds of insurance designated for the same and available to repair or Lessor in which case Lessor shall restore the Assets affected by such Damage or Destruction Loss to substantially same. In all cases, due allowances in the same condition that existed immediately prior completion of the repairs shall be given to the occurrence Lessor for any reasonable delays caused by adjustment of such Damage insurance loss, strikes, labor difficulties, inability to obtain supplies or Destruction Loss, materials or (ii) if such Assets are destroyed or damaged any cause beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtLessor's control.

Damage or Destruction. Until If the ClosingProject is damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the Assets damage shall remain be repaired by Landlord to the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord's reasonable 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. 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. 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 reasonable 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 them in a reasonable time and in such event this Lease shall continue in effect and the risk 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 Sellersuch 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 event Project shall be damaged by fire or other casualty 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, if 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 and if the Premises is damaged to any substantial extent during the last twelve (12) months of the Term, Tenant shall have the option to terminate this Lease by giving written notice to Landlord 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 material damage 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 Assets after Project or the date hereof Premises or in or to fixtures, appurtenances and prior 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 Closing (in any such casesame. Except for proceeds relating to Tenant's furniture, a “Damage or Destruction Loss”) Seller furnishings, trade fixtures and equipment, Tenant acknowledges that Tenant shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all have no right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior relating to the Closing Date property damage. With respect to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss which Landlord is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost obligated to repair or restore elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases its rights under the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence provisions of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost Sections 1932 and 1933 of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtCalifornia Civil Code.

Damage or Destruction. Until If the ClosingPremises or the Building are totally destroyed by any cause during this Lease, this Lease shall thereupon terminate and neither party hereto shall have any further rights or be under any further obligations on account of this Lease, except Tenant for rent accrued and Landlord to refund to Tenant the Security Deposit and any unearned rents paid in advance by Tenant. For the purposes hereof, damage or injury to the extent of thirty percent (30%) of the value of the structural portion of the Premises or the Building shall constitute a total destruction thereof. In case the Premises are partially destroyed by any cause for which Landlord was required (by this Lease) to maintain casualty insurance, Landlord with reasonable promptness and dispatch shall repair and rebuild the same, provided the same can be repaired and rebuilt in a manner which is (in Landlord’s reasonable judgment) economically feasible, and in accordance with applicable building and/or zoning laws, and provided further that Landlord actually receives sufficient insurance benefits (or a definite and legally-enforceable promise to promptly provide such benefits) from Landlord’s casualty insurer to adequately fund any such repairs or rebuilding. If Tenant is unable to continue to operate its business during the repair period, there shall be no Rent due. If Tenant is able to occupy a portion of the Premises during the repair period, the Assets Rent shall remain at be reduced proportionately based on the risk square footage of Sellerthe unoccupied area as compared to the total area of the enclosed portion of the Premises. In the event of a partial destruction, Tenant agrees to cooperate with Landlord in connection with any material damage to such repairs or destruction of any of the Assets after the date hereof and prior rebuilding, including but not limited to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies approval and/or execution of insurance plans and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtspecifications required.

Damage or Destruction. Until (a) If during the ClosingTerm of this Lease the Premises are damaged by fire or other casualty, the Assets shall remain at the risk of Seller. In the event of any material damage to or destruction of any of the Assets after the date hereof and prior but not to the Closing extent that Tenant is prevented from carrying on business in the Premises, Landlord shall, within one hundred twenty (in any 120) days after such casecasualty, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and cause the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able Premises to be repaired or restored at its sole cost and risk to substantially the same condition that in which it existed prior to such Damage or Destruction Loss at a cost less than their replacement costdamage. If such damage renders any portion of the Premises untenantable, the estimated cost rent reserved hereunder shall be reduced during the period of its untenantability proportionately to the amount by which the area so rendered untenantable bears to the entire area of the Premises, and such reduction shall be apportioned from the date of the casualty to the date when the Premises is rendered fully tenantable. If, as a result of such damage, it is commercially impracticable for Tenant to conduct its business at the Premises (for example, if Tenant cannot conduct all necessary steps of the manufacturing process conducted at the Premises), all rent reserved hereunder shall xxxxx from the date of the casualty to the date when the Premises are restored to a condition which enables Tenant to resume business operations at the Premises. Notwithstanding the foregoing, in the event such fire or other casualty damages or destroys any of Tenant’s leasehold improvements, alterations, betterments, fixtures or equipment Tenant shall cause the same to be repaired or restored at Tenant’s sole expense (other than Tenant’s personal property or equipment, which Tenant may elect, in Tenant’s sole discretion, to repair or restore). (b) If during the Term of this Lease the Premises are rendered wholly untenantable as a result of fire, the elements, or other casualty, Landlord shall notify Tenant within 45 days of the casualty (i) whether it elects to restore the Assets affected by such Damage Premises or Destruction Loss to substantially terminate the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or Lease and (ii) if such Assets are destroyed or damaged beyond repair or are not able it elects to be repaired to substantially restore the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement costPremises, the replacement cost estimated time for completion of such restoration. If Landlord elects to restore the Premises, such restoration shall be completed within one hundred eighty (180) days after the date of the Assetscasualty and the rent reserved hereunder shall xxxxx until the Premises are again rendered tenantable. If Purchaser Landlord elects not to reduce restore the Cash Consideration pursuant to Premises, this Section 4.12, Seller and Purchaser Lease shall negotiate in good faith in an effort to agree upon terminate as of the amount date of such reductionnotice. If the parties are unable restoration is estimated to reach agreement take in excess of one hundred eighty (180) days, Tenant may terminate this Lease without fee or penalty upon written notice to Landlord. In addition, if such casualty occurs during the last two (2) years of the then-applicable term, Tenant may terminate this Lease upon written notice to Landlord given within forty-five (545) Business Days after notice days of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtcasualty.

Damage or Destruction. Until a. Tenant must give Landlord prompt notice of fire, accident, damage, or dangerous or defective conditions. b. In case of damage, by fire, other action of the Closingelements, or other insured casualty to the Building, without the fault of Tenant or of Tenant's agents or employees, if, in Landlord’s reasonable opinion, the Assets shall remain at damage is so extensive as to amount practically to the risk of Seller. In the event of any material damage to or total destruction of any the Premises or a substantial destruction of the Assets after Building, or, if for any reason, Landlord shall, within a reasonable time not to exceed sixty (60) days from the date hereof of damage, decide not to rebuild, this Lease shall cease and prior come to an end, and the Base Rent and Additional Rent shall be apportioned to the Closing (in any such casetime of the damage. c. In all other cases where the Premises are damaged by fire, a “Damage elements, or Destruction Loss”) Seller other casualty, without the fault of Tenant or of Tenant's agents or employees, Landlord shall give repair the damage with reasonable dispatch, after notice thereof of damage, to Purchaser promptly thereafterthe extent of the insurance proceeds available therefor. If any such Damage or Destruction Loss is covered by policies the cost of insurance and performing Landlord's obligation exceeds the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any actual proceeds of insurance paid or payable to Landlord on account of such casualty, Landlord may terminate this Lease unless Tenant, within fifteen (15) days after demand therefor, deposits with Landlord a sum of money sufficient to pay the difference between the cost of repair and the proceeds of insurance available for such Damage purpose. If the damage has rendered the Premises untenantable, in whole or Destruction Loss in part, there shall be assigned an apportionment of the Base Rent and (if previously received Additional Rent until the damage has been repaired. In determining what constitutes reasonable dispatch, consideration shall be given to delays caused by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies strikes, adjustment of insurance, Purchaser and other causes beyond Landlord's control, including disease and epidemics. d. Tenant, at its sole expense, shall have restore thereto all work and improvements originally installed or performed by Tenant immediately upon the right completion of the Landlord's repairs pursuant to reduce Paragraph 14(c) above or simultaneously with the Cash Consideration Landlord’s performance of such repairs to the extent practicable. e. If the fire or other casualty is caused by an amount equal to (i) if such Assets are not destroyed act or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement costneglect of Tenant, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction LossTenant's employees, agents, contractors, or (ii) if such Assets are destroyed invitees, or damaged beyond repair at the time of the fire or are not able to casualty Tenant is in default in any Term, then all repairs will be repaired to substantially made at Tenant's expense and Tenant must pay the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement full Base Rent and Additional Rent with no adjustment. The cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall repairs will be determined by the Bankruptcy Courttreated as Additional Rent.

Damage or Destruction. Until If the ClosingProject is damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the Assets damage shall remain 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. 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 20(a)(i) 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 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 risk rent shall be abated, if at all, in the manner provided in this Article 21, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of Sellersuch 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 event 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, then notwithstanding anything contained in this Article 21 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 21, there shall be no abatement of rent and no liability of Landlord by reason of any material damage 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 Assets after Project or the date hereof Premises or in or to fixtures, appurtenances and prior 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 Closing (in any such case, a “Damage or Destruction Loss”) Seller same. Tenant acknowledges that Tenant shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all have no right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received carried by Seller and not used prior Landlord relating to the Closing Date property damage. With respect to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss which Landlord is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost obligated to repair or restore elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases its rights under the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence provisions of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost Sections 1932 and 1933 of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtCalifornia Civil Code.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. In the event of a fire or other casualty in the Leased Premises, Tenant shall immediately give notice thereof to Landlord. The following provisions shall then apply: (a) If the damage is limited solely to the Leased Premises and the Leased Premises can, in Landlord's reasonable opinion, be made tenantable with all damage repaired within twelve (12) months from the date of damage, then Landlord shall be obligated to rebuild the same to substantially their former condition to the extent that the same is feasible (subject to reasonable changes which Landlord shall deem desirable and such changes as may be required by applicable law) and shall proceed with reasonable diligence to do so and this Lease shall remain in full force and effect. (b) If portions of the Project outside the boundaries of the Leased Premises are damaged or destroyed (whether or not the Leased Premises are also damaged or destroyed) and the Leased Premises and the Project can, in Landlord's opinion, both be made tenantable with all damage repaired within six (6) months from the date of damage or destruction, and provided that Landlord determines that it is economically feasible, then Landlord shall be obligated to rebuild the same to substantially their former condition to the extent that the same is feasible (subject to reasonable changes which Landlord shall deem desirable and such changes as may be required by applicable law) and shall proceed with reasonable diligence to do so and this Lease shall remain in full force and effect; provided, however, that Landlord shall not terminate this Lease if it rebuilds the Project and/or the Leased Premises. (c) Notwithstanding anything to the contrary contained in Sections 7.07(a) or 7.07(b) above, Landlord shall not have any material obligation whatsoever to repair, reconstruct or restore the Leased Premises and Tenant shall have the right to terminate this Lease, when any substantial damage thereto or to the Project occurs during the last nine (9) months of the Term and Tenant has not effectively exercised any option granted to Tenant to extend the Term. Under such circumstances, Landlord shall promptly notify Tenant of its decision not to rebuild, whereupon the Lease shall terminate as of the date of such notice. (d) If neither Section 7.07(a) nor 7.07(b) above applies, Landlord shall so notify Tenant within sixty (60) days after the date of the damage or destruction and either Tenant or Landlord may terminate this Lease within thirty (30) days after the date of such notice, such termination notice to be immediately effective; provided, however, that Landlord shall have the right to elect to reconstruct the Project and the Leased Premises, in which event (i) Landlord shall notify Tenant of such election within said sixty (60) day period and Tenant shall thereupon have no right to terminate this Lease, and (ii) Landlord shall proceed with reasonable diligence to rebuild the Project and the Leased Premises to substantially their former condition to the extent that the same is feasible (subject to reasonable changes which Landlord shall reasonably deem desirable and such changes as may be required by applicable law). (e) During any period when Tenant's use of the Leased Premises is significantly impaired by damage or destruction, Net Rent shall xxxxx in proportion to the degree to which Tenant's use of the Leased Premises is impaired until such time as the Leased Premises are made tenantable as reasonably determined by Landlord. If the Leased Premises are damaged by any peril and Landlord does not terminate the Lease, then Tenant shall have the option to terminate the Lease if the Leased Premises cannot be, or are not in fact, substantially restored by Landlord to their prior condition within 180 days after the condemnation or damage, with such 180 day period extended (up to 60 additional days) for periods of delay as provided under Section 9.12 and periods of delays beyond the reasonable control of Landlord (including any delays in obtaining permits). (f) The proceeds from any insurance paid by reason of damage to or destruction of the Project or any of the Assets after the date hereof part thereof insured by Landlord shall belong to and prior be paid to Landlord, subject to the Closing (rights of any mortgagee of Landlord's interest in the Project or the beneficiary of any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafterdeed of trust which constitutes an encumbrance thereon. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss Tenant shall be assigned responsible at its sole cost and (if previously received by Seller expense for the repair, restoration and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies replacement of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair its fixtures, furnishings, equipment, machinery, merchandise and are able to be repaired to substantially personal property in the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement costLeased Premises, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or and (ii) if such Assets are destroyed its alteration, additions and improvements. (g) Landlord's repair and restoration obligations under this Section 7.07 shall not impair or damaged beyond repair or are not able to be repaired to substantially otherwise affect the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost rights and obligations of the Assetsparties set forth elsewhere in this Lease. If Purchaser elects Subject to reduce Section 7.07(e), Landlord shall not be liable for any inconvenience or annoyance to Tenant, its employees, agents, contractors or invitees, or injury to Tenant's business resulting in any way from such damage or the Cash Consideration pursuant repair thereof. Landlord and Tenant agree that the terms of this Lease shall govern the effect of any damage to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice or destruction of the Damage Leased Premises or Destruction Loss is given by Seller, then the amount Project with respect to the termination of this Lease and hereby waive the reduction shall be determined by provisions of any present or future statute or law to the Bankruptcy Courtextent inconsistent therewith.

Damage or Destruction. Until If the ClosingPremises or any Common Areas providing access thereto shall be damaged by fire or other casualty, Landlord shall restore the same subject to the terms and conditions set forth in this Paragraph 23 . Such restoration shall be to substantially the condition prior to the casualty, except for modifications required by zoning and building codes and other laws or by any mortgagee, any other modifications to the Common Areas deemed desirable by Landlord (provided access to the Premises is not materially impaired), and except that Landlord shall not be required to repair or replace any of Tenant's furniture, furnishings, fixtures or equipment, or any alterations or improvements in excess of Tenant's improvements installed at a cost of up to $30 per usable square foot. Landlord shall not be liable for any 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. However, as Tenaxx'x xole compensation for such damage or destruction Landlord shall allow Tenant a proportionate abatement of rent, 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 (unless Tenant or its employees or agents caused the damage). Notwithstanding the foregoing to the contrary, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within 19 sixty (60) days after the date of damage (such termination notice to include a termination date providing at least ninety (90) days for Tenant to vacate the Premises) , if the Property shall be damaged by fire or other casualty or cause such that: (a) repairs to the Premises and Building and access thereto cannot reasonably be substantially completed within three hundred (300) days after the date of casualty without the payment of overtime or other premiums; (b) more than twenty-five percent (25%) of the Premises is substantially destroyed by the damage and fewer than twenty-four (24) months remain in the Term, subject to Tenant's right to avoid or limit such termination as set forth below; (c) the cost of the repairs, alterations, restoration or improvement work would exceed twenty-five percent (25%) of the replacement value of the Building and Landlord determines in good faith not to repair or rebuild the Building in substantially the same configuration as before the casualty; (d) the aggregate proceeds available from insurance fall short of the reasonable cost of the restoration required under this Paragraph 23 by an amount greater than $100,000 and Landlord determines in good faith not to repair or rebuild the Building in substantially the same configuration as before the casualty; or (e) as a result of the lawful application of insurance proceeds by any mortgagee to retire the mortgage debt, the Assets insurance proceeds available for restoration fall short of the reasonable cost of the restoration required under this Paragraph 23 by an amount greater than $100,000 and Landlord determines in good faith not to repair or rebuild the Building in substantially the same configuration as before the casualty. If Landlord elects to terminate this Lease under the circumstances described in Clause (b) of the preceding sentence, provided that the damage to the Property was not caused by the willful misconduct or reckless disregard for life or property of Tenaxx, Xxnant may, by written notice to Landlord, given within thirty (30) days after receipt of Landlord's termination notice, avoid such termination by exercising a then available option to extend the term of this Lease upon the terms and conditions set forth in Addendum "3". (a) Landlord fails to commence restoration work to the Building and access thereto within sixty (60) days after the damage occurs (Landlord's negotiation with insurance companies and consultation with architects, engineers and contractors shall remain at be deemed to be restoration work); or (b) Landlord fails to substantially complete such work within three hundred sixty five (365) days after the risk date of Sellerthe casualty, or such additional time as may be necessary due to strikes, lockouts or other labor troubles, shortages of equipment or materials, governmental requirements, power shortages or outages or other causes beyond Landlord's reasonable control; or (c) such work is reasonably estimated (which estimate Landlord shall provide within sixty (60) 20 days following the casualty), to take more than three hundred sixty five (365) days to substantially complete after the date of the casualty. In addition, Tenant may terminate this Lease if Tenant is unable to use more than twenty-five percent (25%) of the Premises as a result of fire or other casualty not caused by the willful misconduct or gross negligence of Tenant or its employees or agents, and fewer than twenty-four (24) months remain in the Term. In order to exercise any of the foregoing termination rights, Tenant must send Landlord at least sixty (60) but not more than one hundred twenty (120) days advance notice specifying the basis for termination, and such notice must be given no later than thirty (30) days following the occurrence of the condition serving as the basis for the termination right invoked by Tenaxx. Xxch termination right shall not be available to Tenant if Landlord substantially completes the repairs to the Premises and access thereto within sixty (60) days after Tenaxx'x xotice. Notwithstanding anything to the contrary contained herein, if Tenant, or its officers, employees, contractors, invitees, partners, or agents delay Landlord in performing the repairs, Landlord shall have additional time to complete the work equal to such delay, and Tenant shall pay Landlord all Rent for the period of such delay. If this Lease is terminated pursuant to this Paragraph 23, Tenant shall have the right, to be exercised within 10 days of such termination, to terminate any other lease it has for space within the Project. Tenant agrees that Landxxxx'x xbligation to restore, and the abatement of rent and the termination right provided herein, shall be Tenant's sole recourse in the event of such damage, and waives any material other rights Tenant may have under any applicable Law to terminate the Lease by reason of damage to the Premises, Project or destruction of any of Building, including all rights under California Civil Code, Sections 1932 (2) , 1933 (4) , and 1942, as the Assets after same may be modified or replaced hereafter. Tenant acknowledges that this Paragraph 23 represents the date hereof and prior entire agreement between the parties respecting damage to the Closing (in any such casePremises, a “Damage Project or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafterBuilding. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Court.ADDENDUM "2"

Damage or Destruction. Until If the ClosingBuilding is damaged by fire or any other cause, whether or not said fire or other cause damages the Assets shall remain at Demised Premises, to the risk extent that the cost of Seller. In the event of any material damage to restoration, as reasonably estimated by Landlord, equals or destruction of any exceeds twenty percent (20%) of the Assets after replacement value of the date hereof and prior to the Closing Building (in any such case, a “Damage or Destruction Loss”exclusive of foundations) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of the damage, and if Landlord does not elect to restore the Building, then Landlord may, no later than the ninetieth (90th) day following the damage, give Tenant a notice of election to terminate this Agreement. In such Damage or Destruction Lossevent, or this Agreement shall be deemed to terminate on the thirtieth (ii30th) if such Assets are destroyed or damaged beyond repair or are not able day after the giving of said notice, and Tenant shall surrender possession of the Demised Premises within a reasonable time thereafter, and the Basic Monthly Rental and any Additional Rent shall be apportioned as of the date of said surrender. Tenant shall also have the right to be repaired to substantially terminate this Lease in the same condition that existed prior to such Damage or Destruction Loss at a cost less manner as provided above for Landlord, if more than their replacement cost, the replacement cost twenty percent (20%) of the Assets. If Purchaser elects Demised Premises is damaged and Landlord does not elect to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of repair such reductiondamage. If the parties are unable cost of restoration as estimated by Landlord shall amount to reach agreement within five less than twenty percent (520%) Business Days after notice of said replacement value of the Damage Building, or Destruction Loss if, despite the cost, Landlord elects to restore the Building, Landlord shall at its expense restore the Building and the Demised Premises, inclusive of and any Alterations, with reasonable promptness, subject to delays beyond Landlord's control, and delays in the making of insurance adjustments between Landlord and its insurance carrier(s), if any. In any case in which use of the Demised Premises is given affected by Sellerany fire or other casualty to the Building, there shall be either an abatement or an equitable reduction in Basic Monthly Rent and Additional Rent depending on the period for which and the extent to which the Demised Premises are not reasonably useable for the purpose for which they were leased hereunder. Subject to the rights of other Building occupants, if Tenant's use of the Demised Premises for the purposes specified hereunder is materially impaired, then Landlord shall attempt to locate for Tenant reasonably equivalent substitute space that is available elsewhere in the amount laboratory wing of the reduction Building. If Landlord elects to restore, Tenant shall be determined also have the right to terminate this Agreement if substantial completion of restoration of the Demised Premises is projected to require more than three (3) months from the date of casualty, and, Tenant's use of the Demised Premises for the purposes specified hereunder is materially affected by the Bankruptcy Courtdamage so that Tenant cannot engage in business in the ordinary course. Tenant's election to terminate must be made within sixty (60) days of Tenant's receipt from Landlord of Landlord's election to restore and projected date by which restoration will be substantially complete.

Damage or Destruction. If the Premises are partially damaged or destroyed by any casualty insured against under any insurance policy maintained by Landlord, Landlord shall, on receipt of the insurance proceeds, repair the Premises to substantially the condition in which the Premises were immediately prior to such damage or destruction. Landlord’s obligation under the preceding sentence shall not exceed the lesser of the cost of the standard improvements installed by Landlord in the Premises, or the proceeds received by Landlord from any insurance policy 65 Tenant may select 66 Notwithstanding the foregoing, provided that Tenant gives Landlord prior written notice, Tenant may self-insure as to any or all of the risks for which insurance is required to be carried by Tenant pursuant to the foregoing portion of this Paragraph through a commercially reasonable program of self-insurance, but only for so long as Tenant maintains a minimum net worth of at least $25,000,000. Landlord shall, as part of the Operating Expenses, procure and continue in force (x) property insurance covering the Building with a replacement cost endorsement, subject to such commercially reasonable deductibles as Landlord may select, together with rental interruption insurance in a commercially reasonable amount, (y) commercial general liability insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 per occurrence, and (z) any insurance required by law for the protection of employees of Landlord working on or around the Property (including, without limitation, worker’s compensation insurance) with no less than the limits required by law. All such insurance shall be provided by financially capable, licensed, third-party insurers. maintained by Landlord. Until the Closingsuch repair is complete, the Assets Basic Monthly Rent67 shall remain at be abated proportionately commencing on the date of such damage or destruction as to that portion of the Premises rendered untenantable, if any. If (a) by reason of such occurrence the Premises are rendered wholly untenantable, (b) the Premises are damaged as a result of a risk not covered by insurance, (c) the Premises are damaged in whole or in part during the last twelve (12) months of Sellerthe Term, (d) the Premises or the Building (whether or not the Premises are damaged) is damaged to the extent of twenty-five percent (25%) or more of the then-replacement value of either or to the extent that it would take, in Landlord’s opinion, in excess of ninety (90) days to complete the requisite repairs, or (e) insurance proceeds adequate to repair the Property are not available to Landlord for any reason, Landlord may either elect to repair the damage or cancel this Lease by notice of cancellation within thirty (30) days after such event, and68 such notice Tenant shall vacate and surrender the Premises to Landlord. In If Landlord elects to repair any such damage, any abatement of Basic Monthly Rent shall end on notice given by Landlord to Tenant that the event Premises have been repaired. If the damage is caused by the negligence of Tenant or Tenant’s Occupants, Basic Monthly Rent shall not xxxxx, Except for abatement of Basic Monthly Rent69, if any, Tenant shall have no claim against Landlord for any loss suffered by reason of any material damage to such damage, destruction, repair or destruction restoration, nor may Tenant terminate this Lease as the result of any of the Assets statutory provision in effect on or after the date hereof and prior of this Lease pertaining to the Closing (in any such case, a “Damage damage and destruction of the Premises or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafterthe Building. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any The proceeds of all insurance for such Damage or Destruction Loss carried by Tenant on Tenant’s furnishings, trade fixtures, leasehold improvements, equipment and other personal property shall be assigned held in trust by Tenant for the purpose of the repair and (if previously received by Seller and replacement of the same. Landlord shall not used prior to the Closing Date be required to repair any damage to, or destruction) paid to Purchaser make any restoration or replacement of, any furnishings, trade fixtures, leasehold improvements, equipment and other personal property installed in the Premises by Tenant or at Closing the direct or indirect expense of Tenant70. Unless this Lease is terminated by Landlord pursuant to this Paragraph, Tenant shall be required to restore or replace such furnishings, trade fixtures, leasehold improvements, equipment and other personal property on damage or destruction in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount at least a condition equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed existing prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtevent.

Damage or Destruction. Until 22.01. If the ClosingBuilding or the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (and if this Lease shall not be terminated as in this Article 22 hereinafter provided), Landlord shall repair the damage and restore and rebuild the Building and/or the Demised Premises (except for the Tenant’s Property) with reasonable dispatch after notice to it of the damage or destruction and the collection of the insurance proceeds attributable to such damage. 22.02. Subject to the provisions of Section 22.05, if all or part of the Demised Premises shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, the Assets Rent shall remain at be abated or reduced, as the risk case may be, in the proportion that the untenantable area of Sellerthe Demised Premises bears to the total area of the Demised Premises (to the extent of rent insurance proceeds received by Landlord from insurance maintained by Tenant), for the period from the date of the damage or destruction to the date the damage to the Demised Premises shall be substantially repaired provided, however, should Tenant reoccupy a portion of the Demised Premises during the period the repair or restoration work is taking place and prior to the date that the Demised Premises are substantially repaired or made tenantable the Rent allocable to such reoccupied portion, based upon the proportion which the area of the reoccupied portion of the Demised Premises bears to the total area of the Demised Premises, shall be payable by Tenant from the date of such occupancy. 22.03. If (a) the Building or the Demised Premises shall be totally damaged or destroyed by fire or other casualty, or (b) the Building shall be so damaged or destroyed by fire or other casualty that its repair or restoration requires the expenditure, as estimated by a reputable contractor or architect designated by Landlord, of more than twenty-five percent (25%) (or fifteen percent [15%] if such casualty occurs during the last two [2] years of the Term, including any extensions pursuant to a valid exercise of Tenant’s renewal option, if any, in which event the twenty-five percent (25%) threshold shall be applicable), of the full insurable value of the Building immediately prior to the casualty, or (c) the Building shall be damaged or destroyed by fire or other casualty and either the loss shall not be covered by Landlord’s insurance or the net insurance proceeds (after deducting all expenses in connection with obtaining such proceeds) shall, in the estimation of a reputable contractor or architect designated by Landlord be insufficient to pay for the repair or restoration work, then in either such case Landlord may terminate this Lease by giving Tenant notice to such effect within ninety (90) days after the date of the fire or other casualty. Landlord agrees that it shall not exercise its right to terminate this Lease under subsection (a) or (b) of this Section 22.03, unless one or more of the following conditions shall have occurred: (i) Landlord is required to exercise such right by a Mortgagee, (ii) such damage or destruction occurs in the last two (2) years of the Term including any extensions pursuant to a valid exercise of Tenant’s renewal option, if any, (iii) a Mortgagee fails or refuses to disburse the proceeds of insurance for such restoration, or (iv) a Mortgagee or its assign becomes a Successor Landlord or appoints a receiver to or otherwise succeeds to the rights of Landlord under this Lease. Nothing contained herein shall be construed as limiting Landlords right to terminate with respect to any damage or destruction giving Landlord the right to terminate this Lease pursuant to subsection (c) of this Section 22.03 or under any other provision of this Lease. 22.04. Tenant shall not be entitled to terminate this Lease and no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Demised Premises or of the Building pursuant to this Article 22. Landlord shall use its best efforts to make such repair or restoration promptly and in such manner as not unreasonably to interfere with Tenant’s use and occupancy of the Demised Premises, but Landlord shall not be required to do such repair or restoration work except during Landlord’s business hours on business days. 22.05. Notwithstanding any of the foregoing provisions of this Article 22, if by reason of some act or omission on the part of Tenant or any of its subtenants or its or their partners, directors, officers, servants, employees, agents or contractors, either (a) Landlord or any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to damage or destruction of the Demised Premises or the Building by fire or other casualty, or (b) the Demised Premises or the Building shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, then, without prejudice to any other remedies which may be available against Tenant, there shall be no abatement or reduction of the Rent. Further, nothing contained in this Article 22 shall relieve Tenant from any liability that may exist as a result of any damage or destruction by fire or other casualty. 22.06. Landlord will not carry insurance of any kind on the Tenant’s Property and, except as provided by law or by reason of Landlord’s breach of any of its obligations hereunder, shall not be obligated to repair any damage to or replace the Tenant’s Property. 22.07. The provisions of this Article 22 shall be deemed an express agreement governing any case of damage or destruction of the Demised Premises and/or Building by fire or other casualty, and any law providing for such a contingency in the absence of an express agreement, now or hereafter in force, shall have no application in such case. 22.08. In the event of any material damage to or destruction with respect to the Building the repair or restoration of any which requires the expenditure, as estimated by a reputable contractor or architect designated by Landlord, of more than forty percent (40%) of the Assets after full insurable value of the date hereof and Building immediately prior to the Closing casualty (or twenty percent [20%] if such casualty occurs during the last two [2] years of the Term), then in any either of such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any events Tenant (provided such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destructiondestruction prevents the effective use of the Demised Premises by Tenant) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce request within thirty (30) days after such event the Cash Consideration by an amount equal Architect to determine the estimated time for restoration. The Landlord shall cause the Architect to provide notice to Landlord and Tenant of such determination (the “Architect’s Notice”) within thirty (30) days after notice from Landlord or Tenant requesting such determination. Any dispute with respect to such determination may be submitted to arbitration pursuant to Article 34 of this Lease. If the Architect determines that the restoration of same is estimated to take more than eighteen (18) months from the date of the casualty, Tenant shall (provided, however that Tenant’s right shall be conditioned upon (i) if Tenant not being in monetary or material non-monetary default under this Lease beyond any applicable notice and cure period, and in any event curing such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed default(s) prior to such Damage or Destruction Loss at a cost less than their replacement costtermination, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or and (ii) if the Demised Premises not being reasonably useable by Tenant for the operation of its business therein as a result of such Assets are destroyed damage or damaged beyond repair or are destruction for a period of not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement costeighteen (18) months as estimated by such Architect) have the right to terminate this Lease upon thirty (30) days prior written notice to Landlord, the replacement cost given within thirty (30) days of the AssetsArchitect’s Notice. If Purchaser elects Tenant’s right to reduce terminate the Cash Consideration Lease pursuant to this Section 4.12shall be in addition to and not in limitation of Landlord’s rights pursuant to this Article 22, Seller and Purchaser including but not limited to Landlord’s right to terminate the Lease pursuant to Section 22.01 hereof. Nothing contained herein shall negotiate in good faith in an effort be construed as limiting Landlord’s right to agree upon collect the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the full amount of the reduction shall be determined by the Bankruptcy Courtproceeds of insurance, including but not limited to rent insurance or business interruption insurance.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. 12.1 In the event that the Demised Premises are damaged or destroyed by any peril or hazard recoverable under insurance maintained by the Landlord under Article 8 then the Landlord shall immediately select a reputable contractor and if such contractor: (a) is of any material the opinion that the damage to or destruction is capable of any repair with reasonable diligence within ninety (90) days of the Assets after date of the damage then the Landlord shall deliver notice of its intention to rebuild or repair and shall repair the damage with reasonable diligence, or (b) is of the opinion that the damage or destruction is not capable of repair with reasonable diligence within ninety (90) days of the date hereof of the damage, then: i) the Landlord may elect to repair such damage or destruction and prior shall then repair the same with reasonable diligence, or ii) either the Landlord or Tenant may elect to terminate the Lease. 12.2 In case the Demised Premises are damaged or destroyed by any peril or hazard not recoverable under insurance maintained by the Landlord under Article 8 then the Landlord may either elect to repair such 3O8-Lease-08/23/98 -12- -45- damages or destruction and shall then repair the same with reasonable diligence, or may elect to terminate the Lease. 12.3 If the Lease is not terminated by reason of such damage or destruction by the Landlord or the Tenant and if such damage or destruction is such as to render the Demised Premises wholly unfit for occupancy then the Basic Rent and Additional Rent to be paid by the Tenant hereunder shall xxxxx in whole, or in proportion to the Closing (in any such caseunoccupiable portion of the Demised Premises, as the case may be, until the Landlord delivered a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date Tenant that the repairs have been substantially completed at which time all rent payable by the Tenant hereunder shall recommence. 12.4 If the Landlord herein does not give the Tenant notice of its intention to either repair such damage or destruction or to terminate the Lease within thirty (30) days of the damage or destruction then the Tenant may by notice in writing delivered to the Landlord terminate the Lease, effective the date upon which such termination notice is received. 12.5 If the Landlord shall elect under any provision of this Article not to repair any such damage or destruction) destruction and as a result the Lease terminates, the Tenant shall cause all insurance proceeds payable in respect of damages to the Demised Premises to be paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies the provisions of the policy of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Court.

Damage or Destruction. Until (a) In the Closingevent the Building and /or the Building Standard Work or any insured alterations are damaged by fire or other perils covered by Landlord’s extended coverage insurance to an extent not exceeding twenty-five percent (25%) of the full insurable value thereof and if the damage thereto is such that the Building and/or the Building Standard Work Illegible, reconstructed or restored within a period of ninety (90) days from the Assets date of the happening of such casualty Landlord shall remain 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) 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, provided Tenant is not in default hereunder, Tenant, within fifteen (15) day of the 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 risk Lease would continue in full effect, by written notice of Sellersuch 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 deemed to have terminated as of the date of such partial destruction. (b) Upon any material damage to or destruction termination of this Lease under any of the Assets provisions of this Paragraph 21, the parties shall be released thereby without further obligation to the other from the date possession of the Premises is surrendered to Landlord except for items which have therefore accrued and are then unpaid. INITIAL HERE INITIAL HERE (c) In the event of repair, reconstruction and restoration by Landlord as herein provided, the rental provided to be paid under this Lease shall be aboted period of such repair, reconstruction or restoration. Tenant shall not be entitled to any compensation or damages for loss in the use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration unless through negligence of Landlord. (d) Tenant shall not be released from any of its obligations under this Lease except to the extent and upon the conditions expressly stated in this Paragraph 21. Notwithstanding anything to the contrary contained in this Paragraph 21, should Landlord be delayed of prevented from repairing or restoring the damaged Premises within one hundred eighty (180) days after the date hereof occurrence of such damage or destruction by reason of acts of God, war, governmental restrictions, or other cause beyond the control of Landlord. 180 day period shall be extended for a period equal number of days caused the above events, provided that Tenant shall option to termina in the event of such delays and prior Tenant shall be released from its obligations under this Lease as of the end of said one hundred eighty (180) day period. (e) In the event that damage is due to the Closing (in any such case, a “Damage cause other than fire or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is other peril covered by policies of extended coverage insurance and the underlying Asset maintained by Landlord, Landlord may elect to terminate this Lease. (f) It is not repaired hereby understood that if Landlord is obligated to or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost elects to repair or restore as herein provided, Landlord shall be obligated to make repairs or restoration only of those portions of the Assets affected by such Damage or Destruction Loss to substantially Building and the same condition that existed immediately prior Premises which were originally provided at Landlord’s expense, and the repair and restoration of items not provided at Landlord’s expense shall be the obligation of Tenant. (g) Notwithstanding anything to the occurrence of such Damage contrary contained in this Paragraph 21, Landlord shall not have any obligation whatsoever to repair, reconstruct or Destruction Loss, or restore the Premises when the damage resulting from any casualty covered under this Paragraph 21 occurs during the last twelve (ii12) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost months of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to Term of this Section 4.12Lease or any extension hereof. (h) The provisions of California Civil Code § 1932, Seller Subsection 2, and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties § 1933, Subsection 4, are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given hereby waived by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtTenant.

Damage or Destruction. Until 11.1 If the ClosingBuilding or the Premises, or any part thereof, is damaged by fire or other casualty before the Assets Commencement Date or during the Lease Term, within forty-five (45) days of the date of the damage Landlord shall remain at give Tenant notice of Landlord's reasonable estimate of the risk time required from the date of Seller. In the event of any material damage to or destruction of any of repair the Assets after damage (the date hereof and prior to the Closing (in any such case, a “Damage or Destruction LossEstimate”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If the Building or the Premises, or any such Damage part thereof, is damaged by fire or Destruction Loss other casualty before the Commencement Date or during the Lease Term, and this Lease is not covered by policies of insuranceterminated pursuant to sections 11.2 or 11.3 hereof, Purchaser Landlord shall have repair such damage and restore the right to reduce Building and the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired Premises to substantially the same condition that in which the Building and the Premises existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to before the occurrence of such fire or other casualty (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 Project 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 Tenant shall be entitled to a reduction in Monthly Rent (other than Allowance Rent, except to the extent that Landlord's rent loss insurance covers such Allowance 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 make any replacement of, any movable furniture, equipment, trade fixtures or personal property in the Premises or Alterations made by or for Tenant in the Premises following the Commencement Date. 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 Premises following the Commencement Date. Such repair and replacement by Tenant shall be done in accordance with Article 8 hereof. Tenant hereby waives California Civil Code sections 1932(2) and 1933(4), or any successor statute, providing for termination of hiring upon destruction of the thing hired. 11.2 If the Project or the Premises, or any part thereof, is damaged by fire or other casualty and (a) such fire or other casualty occurs during the last twelve (12) months of the Lease Term and the Damage or Destruction LossEstimate is more than two (2) months, or (iib) if the insurance proceeds received by Landlord in respect of such Assets are destroyed or damaged beyond repair or damage are not able adequate to pay the entire cost, as reasonably estimated by Landlord, of the repair and restoration work to be repaired performed by Landlord in accordance with section 11.1 hereof, or (c) the Damage Estimate is more than six (6) months, then, in any such event, Landlord shall have the right, by giving written notice to substantially Tenant within sixty (60) days after the same condition that existed prior occurrence of such fire or other casualty, to terminate this Lease as of the date specified in such Damage or Destruction Loss at a cost notice, which date shall be not less than their replacement costthirty (30) days nor more than sixty (60) days after the date such notice is given. 11.3 If the Project or the Premises, or any part thereof, is damaged by fire or other casualty and (a) such fire or other casualty occurs during the replacement cost last twelve (12) months of the Assets. If Purchaser elects Lease Term and the Damage Estimate is more than two (2) months, or (b) the Damage Estimate is more than two hundred seventy (270) days, then, in any such event, Tenant shall have the right, by giving written notice to reduce Landlord within sixty (60) days after the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount occurrence of such reduction. If the parties are unable fire or other casualty, to reach agreement within five (5) Business Days after notice terminate this Lease as of the Damage or Destruction Loss is given by Sellerdate specified in such notice, then the amount of the reduction which date shall be determined by not less than thirty (30) days nor more than sixty (60) days after the Bankruptcy Courtdate such notice is given.

Damage or Destruction. Until In the Closingevent the Premises, or the building or other improvements (exclusive of Tenant's Improvements) in which the Premises are located, shall be damaged by fire, earthquake, the Assets elements or other casualty so that the damage thereto is such that the Premises, or the building and other improvements in which the Premises are located, may be repaired, reconstructed or restored within a period of ninety (90) days, Landlord shall remain give Tenant notice of its intent to repair within fifteen (15) days and shall promptly commence the work of repair, reconstruction and restoration, and shall diligently prosecute the same to completion at Landlord's expense. During this period of time, this Lease shall continue in full force and effect except that Tenant shall not be liable for monthly rent if the risk Premises are totally destroyed or are unusable by Tenant. Tenant would be liable only for monthly rent in proportion to usable space if partially destroyed. If the Premises, or the building or other improvements (exclusive of Seller. In Tenant's Improvements) in which the Premises are located, could not be restored within three hundred sixty-five (365) days, either Tenant or Landlord has the option to terminate this Lease by giving written notice to the other, Notwithstanding the above, in the event of any material damage to or partial destruction of any of the Assets after the date hereof and prior to the Closing building representing thirty percent (in any such case, a “Damage 30%) or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies more of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects building housing the Premises or any partial destruction to reduce the Cash Consideration pursuant Premises occurring during the last six (6) months of the Lease term, or any extension thereof, Landlord shall have the right for a period of thirty (30) days after the determination of the availability of insurance proceeds to retain all insurance proceeds and to terminate this Section 4.12, Seller and Purchaser Lease which right shall negotiate in good faith in an effort be exercised by giving written notice to agree upon the amount Tenant of such reductiontermination within said thirty (30) day period. If Should the parties are unable to reach agreement within five (5) Business Days after notice Lease be terminated as provided in this Paragraph, the termination date shall be the date of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtcasualty.

Damage or Destruction. Until (a) In the Closing, event the Assets shall remain at Building in which the risk of Seller. Premises are located is damaged by any peril included within the classification Fire and Extended Coverage Insurance (i) In the event of any material damage to or total destruction of any the Building, this Lease shall automatically be terminated as of the Assets after date of such casualty. (ii) In the date hereof and prior to event of partial destruction of the Closing (Building, or of total or partial destruction of the Premises, Landlord shall be responsible for repairing or restoring such damage, except in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafterthe circumstances hereinafter provided. If any such Damage the Premises or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned Building are damaged and (if previously received by Seller and a) the repair or restoration thereof, in Landlord's REASONABLE opinion, cannot used prior to be completed within ONE (1) YEAR FROM THE DATE OF CASUALTY; (b) the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is restoration his not covered by policies of insurance, Purchaser or the estimated cost thereof exceeds the insurance proceeds available for repair or restoration plus any amount which Tenant is obligated or elects to pay for such repair or restoration; or (c) the estimated cost of repair or restoration of the Premises or Building exceeds twenty-five percent (25%) of the full replacement cost of the Premises or of the Building, as the case may be; or (d) Landlord elects to rebuild the Building in a substantially different structural or architectural form than existed before the damage and destruction, Landlord shall have the right option to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed either terminate this Lease or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage Premises or Destruction Loss the Building. In the event that Landlord elects to substantially the same condition that existed immediately prior terminate this Lease, Landlord shall give notice to Tenant within sixty (60) days after the occurrence of such Damage damage, terminating this Lease as of the date specified in such notice, which date shall be not less than thirty (30) nor more than sixty (60) days after the giving of such notice. In the event such notice is given, this Lease shall expire and all interest of Tenant in the Premises shall terminate on the date specified in the notice, and the rent (abated proportionately in the ratio in which Tenant's use of said Premises has been impaired since the date of such partial destruction of the Building or Destruction Lossof the Premises) shall be paid up to the date of termination. Landlord shall refund to Tenant the rent theretofore paid for any period of time subsequent to such date. (b) Upon any termination of this Lease under any of the provisions of this Article, the parties shall be released thereby without further obligation to the other from the date possession of the Premises is surrendered to the Landlord, except for items which have theretofore accrued and are then unpaid. (c) In the event Landlord repairs or restores as herein provided, the rental to be paid under this Lease shall be abated proportionately in the ratio which the Tenant's use of said Premises has been impaired since the date of such partial destruction of the Building or of the Premises. The Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of said Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. (d) Notwithstanding any destruction or damage to the Premises or the Building, including the parking facilities and interior and adjacent landscaped areas, Tenant shall not be released from any of its obligations under this Lease except to the extent and upon the conditions expressly stated in this Article. Notwithstanding anything to the contrary contained in this Article, should Landlord be delayed or prevented from repairing or restoring said damaged Premises for one (1) year after the occurrence of such damage or destruction by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials, or other cause beyond the control of Landlord, the Landlord and the Tenant shall each have the right to terminate this Lease, effective upon thirty (ii30) days prior written notice, so long as said damaged Premises shall still have not substantially been repaired or restored. (e) [Intentionally Omitted] (f) It is hereby acknowledged that if such Assets are destroyed Landlord is obligated to, or damaged beyond elects to repair or are restore as herein provided, Landlord shall be obligated to make repairs or restoration only of those portions of said Building and said Premises which were originally provided at Landlord's expense, and the repair and restoration of items not able provided at Landlord's expense shall be the obligation of the Tenant. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture, furnishings, fixtures or equipment, and that Landlord shall not be obligated to be repaired repair any damage thereto or replace the same. (g) Notwithstanding anything to substantially the same condition contrary contained in this Article, Landlord shall not have any obligation whatsoever to repair or restore the Premises when the damage resulting from any casualty covered under this Article occurs during the last twelve (12) months of the term of this Lease or any extension thereof, provided, however, that existed prior Landlord shall give Tenant notice of such intent within thirty (30) days of the occurrence of such casualty, whereupon this Lease shall terminate effective as of the date of such casualty and Landlord shall refund to Tenant the rent theretofore paid for any period of time subsequent to such Damage or Destruction Loss at a cost less than their replacement costdate. (h) The provisions of Section 1932, the replacement cost Subdivision 2, and Section 1933, Subdivision 4, of the Assets. If Purchaser elects to reduce Civil Code of the Cash Consideration pursuant to State of California, including any amendments thereto and any other law which may hereinafter be in force during the term of this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree Lease which authorizes the termination of the Lease upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice partial or complete destruction of the Damage or Destruction Loss is given Premises, are hereby waived by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtTenant.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. In the event of any material damage to or destruction to the Premises by fire or other cause during the term hereof, the following provisions shall apply: a. If the Building is damaged by fire or any other cause to such extent that the cost of any restoration, as reasonably estimated by Landlord, will equal or exceed thirty percent (30%) of the Assets after replacement value of the date hereof and prior to the Closing Building (in any such case, a “Damage or Destruction Loss”exclusive of foundations) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately just prior to the occurrence of such Damage the damage, then Landlord may, not later than the sixtieth (60th) day following the damage, give Tenant written notice of Landlord’s election to terminate this Lease. b. If the cost of restoration as estimated by Landlord will equal or Destruction Lossexceed fifty percent (50%) of said replacement value of the Building and if the Demised Premises are not suitable as a result of said damage for the purposes for which they are demised hereunder, in the reasonable opinion of Tenant, then Tenant may, no later than the sixtieth (60th) day following the damage, give Landlord a written notice of election to terminate this Lease. c. If the cost of restoration as reasonably estimated by Landlord shall amount to less than thirty percent (30%) of said replacement value of the Building, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially if, despite the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, Landlord does not elect to terminate this Lease, Landlord shall restore the replacement cost Building and the Demised Premises with reasonable promptness, subject to delays beyond Landlord’s control and delays in the making of insurance adjustments by Landlord; and Tenant shall have no right to terminate this Lease except as herein provided. Landlord shall not be responsible for restoring or repairing leasehold improvements of the AssetsTenant Notwithstanding the foregoing to the contrary, if Landlord fails to complete such restoration and provide to Tenant a Certificate of Occupancy with respect to the Demised Premises issued by the City of Roseville, Minnesota within one hundred eighty (180) days after the date of such damage, Tenant shall have the option to terminate this Lease by written notice to Landlord (a “Tenant Termination Notice”); provided, however, that such Tenant Termination Notice shall not effective if Landlord completes the required restoration work and delivers to Tenant the required Certificate of Occupancy within thirty (30) days after the date of the Tenant Termination Notice. d. In the event of either of the elections to terminate, this Lease shall be deemed to terminate on the date of the receipt of the notice of election and all rentals shall be paid up to that date. If Purchaser elects Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. e. In any case where damage to reduce the Cash Consideration pursuant Building shall materially affect the Demised Premises so as to render them unsuitable in whole or in part for the purposes for which they are demised hereunder, then, unless such destruction was wholly or partially caused by the negligence or breach of the terms of this Section 4.12Lease by Tenant, Seller and Purchaser its employees, contractors or licensees, in which case there shall negotiate in good faith in an effort to agree be no abatement of rent, a portion of the rent based upon the amount of such reduction. If the parties extent to which the Demised Premises are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction rendered unsuitable shall be determined by the Bankruptcy Courtabated until repaired or restored.

Damage or Destruction. Until Within sixty (60) days after the Closingdate 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 by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the Assets damage shall remain 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, 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 or would have received such insurance had Landlord carried standard rental income insurance. 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, plus proceeds received from Landlord's insurance carrier allocable to such leasehold improvements, 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 them in a reasonable time and in such event this Lease shall continue in effect and the risk 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 Sellersuch 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 materially damaged by fire or other casualty 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. However, if Landlord does not elect to terminate this Lease pursuant to Landlord's termination right as provided above, and the Damage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (180) days after being commenced, Tenant may elect, not later than thirty (30) days after Tenant's receipt of the Damage Repair Estimate, to terminate this Lease by written notice to Landlord effective as of the date specified in Tenant's notice. Finally, if 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 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 material damage 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 Assets after Project or the date hereof Premises or in or to fixtures, appurtenances and prior 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 Closing (in any such casesame. Except for proceeds relating to Tenant's furniture, a “Damage or Destruction Loss”) Seller furnishings, trade fixtures and equipment, Tenant acknowledges that Tenant shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all have no right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior relating to the Closing Date property damage. With respect to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss which Landlord is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost obligated to repair or restore elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases its rights under the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence provisions of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost Sections 1932 and 1933 of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtCalifornia Civil Code.

Damage or Destruction. Until If the ClosingPremises are damaged or destroyed by any casualty other than a casualty caused by Tenant, Landlord will promptly repair the Premises to substantially the condition in which the Premises were immediately prior to such damage or destruction. All proceeds payable under any insurance policy maintained by Tenant pursuant to Paragraph l l(c) will be paid directly to Landlord, and not to Landlord and Tenant jointly. During such repair, the Assets shall remain at Basic Monthly Rent will not axxxx. If (a) by reason of such occurrence the risk Premises are rendered wholly untenantable, (b) the Premises are damaged in ,whole or in part during the last twelve (12) months of Sellerthe Term, or (c) the Premises are damaged to the extent of twenty percent (20%) or more of the then replacement value of the Premises or to the extent that it would take, in Landlord’s opinion, in excess of ninety (90) days to complete the requisite repairs, Landlord may either elect for Tenant to repair the damage or cancel this Lease by notice of cancellation within sixty (60) days after such event. In On such notice of cancellation, Tenant will vacate and surrender the event Premises to Landlord and Landlord may retain all insurance proceeds. Tenant will have no claim against Landlord for any loss suffered by reason of any material damage to such damage, destruction, repair or destruction restoration, nor may Tenant terminate this Lease as the result of any of the Assets statutory provision in effect on or after the date hereof and prior of this Lease pertaining to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafterdamage and destruction of the Premises. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is Landlord will not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date required to repair any damage to, or destruction) paid to Purchaser make any restoration or replacement of, the Premises or any furnishings, trade fixtures, leasehold improvements, equipment or other personal property installed in the Premises. Unless this Lease is terminated by Landlord pursuant to this Paragraph, Tenant will be required to restore and replace the Premises and such furnishings. trade fixtures, leasehold improvements, equipment and other personal property on damage or destruction in at Closing least a condition equal to that existing prior to such event, and Landlord will make available to Tenant all or a portion of the insurance proceeds (if any), as necessary for Tenant to complete such restoration and replacement. If made, the disbursement of such proceeds will be made to Tenant from an escrow account controlled by Landlord in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered disbursement procedures typically used by policies of insurance, Purchaser shall have construction lenders in the right to reduce metropolitan area in which the Cash Consideration by an amount equal to (i) if such Assets Premises are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtlocated.

Damage or Destruction. Until If the ClosingProject is damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the Assets damage shall remain 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. Landlord shall notify Tenant as soon as reasonably possible after the date Landlord teams of the necessity for repairs as a result of damage but in any event within sixty (60) days thereafter ("Damage Repair Estimate") of Landlord's estimated assessment of the period of time in which the repairs will be completed. 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 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 them in a reasonable time and in such event this Lease shall continue in effect and the risk rent (as such term is defined in Article 20(a) hereof) 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 Sellersuch 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 tile Premises are affected, and 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 the Damage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (180) days after being commenced, Tenant may elect, not later than thirty (30) days after Tenant's receipt of the Damage Repair Estimate, to terminate this Lease by written notice to Landlord effective as of the date specified in Tenant's notice. Finally, if 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 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 material damage 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 Assets after Project or the date hereof Premises or in or to fixtures, appurtenances and prior 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 Closing (in any such casesame. Except for proceeds relating to Tenant's furniture, a “Damage or Destruction Loss”) Seller furnishings, trade fixtures and equipment, Tenant acknowledges that Tenant shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all have no right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior relating to the Closing Date property damage. With respect to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss which Landlord is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost obligated to repair or restore elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases its rights under the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence provisions of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost Sections 1932 and 1933 of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtCalifornia Civil Code.

Damage or Destruction. Until 4.9.1 If the ClosingPremises are damaged by fire, earthquake or other casualty, Tenant shall give immediate written notice thereof to Landlord to the Assets shall remain at the risk of Seller. In the event of any material damage to or destruction of any extent Landlord does not have knowledge of the Assets same. If Landlord estimates that the damage can be repaired in accordance with the then-existing Governmental Requirements within two hundred ten (210) days after Landlord is notified by Tenant of such damage (or otherwise has knowledge of the date hereof same) and if there are sufficient insurance proceeds available to repair such damage (other than the deductible), then Landlord shall proceed with reasonable diligence to restore the Premises (including all improvements and Tenant Alterations located therein) to substantially the condition which existed prior to the Closing damage and this Lease shall not terminate and until such repairs are completed (in any such case, with a “Damage or Destruction Loss”reasonable amount of time for Tenant to move back into the Premises) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss rent shall be assigned and (if previously received by Seller and not used prior abated in proportion to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing part of the Premises which is unusable by Tenant in the conduct of its business in accordance with Section 1.4(b)3.5.1 above. If any such Within forty-five (45) days after the date Landlord learns of the necessity for repairs as a result of damage, Landlord shall notify Tenant (“Damage or Destruction Loss is Repair Estimate”) of Landlord’s estimated assessment of the period of time in which the repairs will be completed based upon an estimate of a qualified contractor. If, pursuant to the Damage Repair Estimate, the damage cannot covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired within such 210 day period or if there are insufficient insurance proceeds available to repair such damage (excluding Landlord’s deductible), Landlord may elect in its absolute discretion within 45 days of the damage or destruction to either: (a) terminate this Lease; or (b) restore the Premises to substantially the same condition that which existed prior to such Damage or Destruction Loss at a cost less than their replacement costthe 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 estimated cost restoration and Landlord shall not be required to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction LossTenant Improvements, Tenant Alterations (including Telecommunication Facilities), or (ii) if such Assets are destroyed any or damaged beyond repair all furniture, fixtures, equipment, inventory, improvements or are not able to be repaired to substantially other property which was in or about the same condition that existed prior to such Damage or Destruction Loss Premises at a cost less than their replacement cost, the replacement cost time of the Assetsdamage and was not owned by Landlord. If Purchaser elects Base Rent and Operating Costs under Section 3.5.1 of this Lease shall be abated during any reconstruction period in proportion to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined Premises that is untenantable and not used by Tenant as a result of the Bankruptcy Courtcasualty in question. Except as otherwise provided herein, Tenant agrees to look to the provider of Tenant’s insurance for coverage for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. In the event of any material damage to or destruction to the --------------------- Property by fire or other cause during the term hereof, the following provisions shall apply: (a) If the Building is damaged by fire or any other cause which is not to be insured against by Landlord pursuant to Section 10.01, to such extent that the cost of any restoration, as reasonably estimated by Landlord, will equal or exceed thirty percent (30%) of the Assets after replacement value of the date hereof and prior to the Closing Building (in any such case, a “Damage or Destruction Loss”exclusive of foundations) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately just prior to the occurrence of such Damage the damage, then Landlord may, no later than the sixtieth (60th) day following the damage, give Tenant written notice of Landlord's election to terminate this Lease. (b) If the cost of restoration as reasonably estimated by Landlord will equal or Destruction Lossexceed fifty percent (50%) of said replacement value of the Building and if the Property are not suitable as a result of said damage for the purposes for which they are used hereunder, in the reasonable opinion of Tenant, then Tenant may, no later than the sixtieth (60th) day following the damage, give Landlord a written notice of election to terminate this Lease. (c) If the cost of restoration as estimated by Landlord shall amount to less than thirty percent (30%) of said replacement value of the Building, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially if, despite the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, Landlord does not elect to terminate this Lease, Landlord shall restore the replacement cost Building and the Property with reasonable promptness, subject to delays beyond Landlord's control and reasonable delays in the making of insurance adjustments by Landlord; and Tenant shall have no right to terminate this Lease except as otherwise provided in this Section 9.01. Landlord shall not be responsible for restoring or repairing leasehold improvements of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to Tenant. (d) Notwithstanding any other provision of this Section 4.129.01, Seller in the event that, as a result of any damage or destruction to the Property, Tenant is unable to conduct its business from the Property for a period of more than ninety days, Tenant may elect to terminate this Lease. Tenant shall be required to provide Landlord with thirty days written notice of exercise of such election hereunder. (e) In the event of any election to terminate, this Lease shall be deemed to terminate on the date of the damage and Purchaser all rentals shall negotiate be paid up to that date, provided that, in good faith the event of an election by Tenant under Section 9.01(d), if the destruction was wholly or partially caused by the negligence or breach of the terms of this Lease by Tenant, its employees, contractors or licensees, then rent shall be paid through the effective date of the notice of election by Tenant. Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. (f) any case where damage to the Building shall materially affect the Property so as to render them unsuitable in whole or in part for the purposes for which they are demised hereunder, then, unless such destruction was wholly or partially caused by the negligence or breach of the terms of this Lease by Tenant, its employees, contractors or licensees, a portion of the rent in an effort to agree amount based upon the amount of such reductionextent to which the Property are rendered unsuitable shall be abated until repaired or restored. If the parties are unable to reach agreement within five (5) Business Days after notice destruction or damage was wholly or partially caused by the negligence or breach of the Damage terms of this Lease by Tenant as aforesaid and if Landlord shall elect to rebuild, the rent shall not xxxxx and the Tenant shall remain liable for the same. However, should Landlord receive rent through insurance, then, notwithstanding the foregoing, Tenant's rent shall xxxxx or Destruction Loss is given be refunded, to the extent of insurance proceeds received by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtLandlord.

Damage or Destruction. Until 14.1. If at any time during the ClosingTerm of this Lease, the Assets Premises are damaged by fire or other casualty, Landlord shall remain notify Tenant within sixty (60) days after such damage or destruction as to the amount of time Landlord 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, either Landlord or Tenant may elect to terminate this Lease upon written notice to the other party given no later than thirty (30) days 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, then, subject 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 risk collection of Sellerinsurance 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 damage to the Premises caused by Tenant or any employee, agent, contractor or invitee of Tenant, the 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 pay the portion of the 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 sole remedy of Tenant, and except as provided herein, Tenant waives any right to terminate the Lease based upon such damage or destruction. 14.2. Landlord shall have no liability to Tenant for inconvenience, loss of business or annoyance arising from any repair of any portion of the Premises or the Building under this Section 14. In the event that Tenant collects any insurance proceeds (or would have the right to collect such proceeds if Tenant had been carrying the insurance policies required by this Lease) on account of damage or destruction to the Leasehold Improvements, and such Leasehold Improvements are not restored or repaired, either in whole or in part, then Tenant shall pay to Landlord an equitable portion of such insurance proceeds (or those that would have been payable to Tenant had it been carrying the insurance policies required by this Lease) based on the ratio between the amount that Tenant expended in connection with such Leasehold Improvements and the amount contributed by Landlord thereto pursuant to the other terms hereof. The terms of the foregoing sentence shall survive the termination or expiration of the Term of this Lease. 14.3. In the event of any material damage termination of this Lease pursuant to or destruction Section 14 of any of the Assets after this Lease, then all Rent shall be apportioned and paid to the date hereof on which possession is relinquished or the date of such damage, whichever last occurs, and prior Tenant shall immediately vacate the Premises according to the Closing (in any such casenotice of termination; provided, a “Damage or Destruction Loss”) Seller shall give notice thereof however, that those provisions of this Lease which are designated to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies cover matters of insurance termination and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss period thereafter shall be assigned and (if previously received by Seller and not used prior to survive the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courttermination hereof.

Damage or Destruction. Until If during the ClosingTerm of this Lease the Premises are totally or partially destroyed by a risk, whether covered by insurance or not covered by insurance, which risk renders the Assets Premises totally or partially inaccessible or unusable, then the following shall remain at occur: a. Landlord and Tenant shall in good faith cooperate with each other so that as quickly as possible Landlord can investigate and analyze the risk nature and extent of Seller. In damage. b. Tenant shall immediately give notice of the event loss to its insurance companies. c. Landlord shall furnish a copy of any material its report on the nature and extent of the damage to Tenant for forwarding to the insurance companies. d. Landlord shall determine the cost to repair the damage and provide a copy of its cost studies to Tenant for forwarding to the insurance companies. e. Tenant shall determine the cost to repair or destruction of any of replace its trade fixtures, tenant improvements and personal property and forward such information to the Assets insurance companies. f. Within sixty (60) days after the date hereof and prior to of the Closing (in any such case, a “Damage or Destruction Loss”) Seller occurrence of the loss Landlord shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies Tenant in writing specifying one of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to following: i. Landlord will restore the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired Premises to substantially the same condition as they were in immediately before the destruction, with plans for such restoration to be approved by Tenant, with commencement of construction to begin within a reasonable period of time and to be diligently prosecuted to completion thereafter; or ii. Landlord will close off the damaged or destroyed portions of the Premises and terminate this Lease to the extent that existed prior it applies to such Damage or Destruction Loss at a cost less than their replacement cost, these portions; or iii. Landlord will elect to terminate this Lease in its entirety because the estimated cost restoration costs will exceed the insurance proceeds; or iv. Landlord will elect to terminate this Lease because the risk was not covered by insurance. g. If Landlord elects to repair pursuant to Section 16.f.i, then this Lease shall remain in full force and effect, with no abatement of Rent or restore other amounts due under the Assets affected by Lease. h. If Landlord elects not to repair pursuant to Section 16.f.ii, Tenant shall have sixty (60) days after receipt of Landlord’s notice to give Landlord notice that such Damage or Destruction Loss failure to substantially the same condition repair would have a substantial adverse effect upon Tenant’s operation of KMC and that existed immediately prior Tenant elects to terminate this Lease in its entirety. If Tenant fails to give such notice, this Lease shall remain in full force and effect as to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost remaining portions of the Assets. Premises, with no abatement of Rent. i. If Purchaser elects to reduce laws existing at the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice time of the Damage or Destruction Loss is given by Selleroccurrence do not permit restoration, then either party can terminate this Lease by giving notice to the amount of other party not later than sixty (60) days after the reduction shall be determined by the Bankruptcy Courtoccurrence.

Damage or Destruction. Until 9.1 If the ClosingPremises shall be partially damaged by fire or other cause, then the Premises shall be repaired by and at the expense of Lessor and the rent, until such repairs shall be made, shall be apportioned according to the part of the Premises which is usable by Lessee. No penalty shall accrue for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Lessor or Lessee, for reasonable delay on account of "labor troubles", or any other cause beyond Lessor’s control. If (i) the Premises are totally damaged or are rendered wholly untenantable, (ii) the Premises are totally or partially damaged by uninsured fire or other uninsured cause, or (iii) the Premises shall be so damaged that Lessor shall decide to demolish the entire Premises, then within ninety (90) days after the occurrence of the event or damage or destruction Lessor may elect, by written notice to Lessee, to terminate this Lease. In such event, the Assets term of this Lease shall remain at expire by lapse of time upon the risk third day after such notice is given, and Lessee shall vacate the Premises and surrender the same to Lessor. If Lessor does not elect to terminate this Lease pursuant to the preceding sentence, then: Lessor shall diligently undertake and prosecute to completion the repair of Seller. In the Premises, to substantially their condition immediately prior to the event of any material damage or destruction; and rent shall be apportioned according to or destruction of any the part of the Assets after Premises which is usable by Lessee, until such restoration or rebuilding is complete. Notwithstanding anything to the date hereof contrary contained herein, if Lessor notifies Lessee of Lessor’s election to terminate this Lease pursuant to the foregoing, then for a period of ten (10) days following Lessee's receipt of written notice of such election, Lessee may elect, by written notice to Lessor, at Lessee's own cost and expense, to restore or rebuild the Premises to substantially their condition immediately prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies event of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction, in which event: (i) paid this Lease shall continue thereafter in full force and effect, as if Lessor’s election to Purchaser at Closing terminate had never been made; (ii) Lessee shall diligently cause the Premises to be restored or rebuilt in accordance with Section 1.4(b)the foregoing; and (iii) rent shall be apportioned according to the part of the Premises which is usable by Lessee until such restoration or rebuilding is complete, to the extent of rental loss insurance available to Lessor. If Notwithstanding anything to the contrary contained herein, in the event that Lessor does not or may not elect to terminate this Lease pursuant to the terms of this Paragraph 9.1, then within sixty (60) following the occurrence of any such Damage event of damage or Destruction Loss is not covered destruction to the Premises, Lessor shall provide Lessee with written notice, prepared by policies a licensed California contractor, reasonably estimating the period of insurance, Purchaser shall have time which will be required to repair or rebuild the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired Premises to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that in which they existed immediately prior to such damage or destruction. If such reparation or rebuilding is not reasonably estimated to be complete within two hundred forty (240) days following the occurrence of such Damage damage or Destruction Lossdestruction, or then Lessee may elect by written notice to Lessor with ten (10) business days of Lessor's notice to terminate this Lease in which event: (i) the term of this Lease shall expire by lapse of time upon the third day after such notice is given, and (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially Lessee shall vacate the Premises and surrender the same condition that existed prior to such Damage Lessor. No penalty shall accrue for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Lessor or Destruction Loss at a cost less than their replacement costLessee, for reasonable delay on account of "labor troubles", or any other cause beyond the replacement cost control of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage Lessor or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtLessee.

Damage or Destruction. Until 22.01. If the ClosingBuilding or the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (and if this Lease shall not be terminated as in this Article 22 hereinafter provided), Landlord shall repair the damage and restore and rebuild the Building and/or the Demised Premises (except for the Tenant's Property) with reasonable dispatch after notice to it of the damage or destruction and the collection of the insurance proceeds attributable to such damage. 22.02. Subject to the provisions of Section 22.05, if all or part of the Demised Premises shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, the Assets Rent shall remain at be abated or reduced, as the risk case may be, in the proportion that the untenantable area of Sellerthe Demised Premises bears to the total area of the Demised Premises for the period from the date of the damage or destruction to (a) the date the damage to the Demised Premises shall be substantially repaired, or (b) if the Building and not the Demised Premises is so damaged or destroyed, the date on which the Demised Premises shall be made tenantable; provided, however, should Tenant reoccupy a portion of the Demised Premises during the period the repair or restoration work is taking place and prior to the date that the Demised Premises are substantially repaired or made tenantable the Rent allocable to such reoccupied portion, based upon the proportion which the area of the reoccupied portion of the Demised Premises bears to the total area of the Demised Premises, shall be payable by Tenant from the date of such occupancy. 22.03. If (a) the Building or the Demised Premises shall be totally damaged or destroyed by fire or other casualty, or (b) the Building shall be so damaged or destroyed by fire or other casualty (whether or not the Demised Premises are damaged or destroyed) that its repair or restoration requires the expenditure, as estimated by a reputable contractor or architect designated by Landlord, of more than twenty percent (20%) (or ten percent [10%] if such casualty occurs during the last two [2] years of the Tenn) of the full insurable value of the Building immediately prior to the casualty, or (c) the Building shall be damaged or destroyed by fire or other casualty (whether or not the Demised Premises are damaged or destroyed) and either the loss shall not be covered by Landlord's insurance or the net insurance proceeds (after deducting all expenses in connection with obtaining such proceeds) shall, in the estimation of a reputable contractor or architect designated by Landlord be insufficient to pay for the repair or restoration work, then in either such case Landlord may terminate this Lease by giving Tenant notice to such effect within ninety (90) days after the date of the fire or other casualty. 22.04. Tenant shall not be entitled to terminate this Lease and no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Demised Premises or of the Building pursuant to this Article 22. Landlord shall use its best efforts to make such repair or restoration promptly and in such manner as not unreasonably to interfere with Tenant's use and occupancy of the Demised Premises, but Landlord shall not be required to do such repair or restoration work except during Landlord's business hours on business days. 22.05. Notwithstanding any of the foregoing provisions of this Article 22, if by reason of some act or omission on the part of Tenant or any of its subtenants or its or their partners, directors, officers, servants, employees, agents or contractors, either (a) Landlord or any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to damage or destruction of the Demised Premises or the Building by fire or other casualty, or (b) the Demised Premises or the Building shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, then, without prejudice to any other remedies which may be available against Tenant, there shall be no abatement or reduction of the Rent. Further, nothing contained in this Article 22 shall relieve Tenant from any liability that may exist as a result of any damage or destruction by fire or other casualty. 22.06. Landlord will not carry insurance of any kind on the Tenant's Property and, except as provided by law or by reason of Landlord's breach of any of its obligations hereunder or as a result of Landlord's gross negligence or wilful misconduct, shall not be obligated to repair any damage to or replace the Tenant's Property. 22.07. The provisions of this Article 22 shall be deemed an express agreement governing any case of damage or destruction of the Demised Premises and/or Building by fire or other casualty, and any law providing for such a contingency in the absence of an express agreement, now or hereafter in force, shall have no application in such case. 22.08. Notwithstanding anything herein contained to the contrary, but subject to the rights provided Landlord in Section 22.03, Landlord hereby agrees to advise Tenant ("Landlord's Notice"), within sixty (60) days of the date of any fire or other casualty, as to whether or not Landlord is able to and intends to restore the Demised Premises to a tenantable condition within twelve (12) months from the date of Landlord's Notice. In the event of any material damage to or destruction of any of Landlord advises Tenant that it cannot so restore the Assets after the date hereof and prior to the Closing Demised Premises within said twelve (in any such case12) month period, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser Tenant shall have the right to reduce terminate this Lease, by written notice to Landlord to that effect, which right must be exercised within twenty (20) days of the Cash Consideration by an amount equal receipt of Landlord's Notice (provided, however, Tenant shall have a period of up to sixty (i60) if such Assets are not destroyed or damaged beyond repair days from the date of Tenant's notice to vacate the Demised Premises and are will so advise Landlord of the date of vacation in said notice). In the event Landlord advises Tenant that it is able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss Premises within said twelve (12) month period, or, in the event Tenant fails to substantially so advise Landlord within the same condition twenty (20) day period that existed immediately prior it desires to terminate the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by SellerLease, then the amount provisions of Article 22.01 through 22.07 shall control. Further, to the extent any fire or other casualty occurs in the last year of the reduction Term and, as a direct and proximate result of said fire or casualty, Tenant cannot reasonably operate its business at the Demised Premises, Tenant shall be determined permitted to terminate this Lease by the Bankruptcy Courtnotice to Landlord to that effect.

Damage or Destruction. Until 18.1 If during the Closingterm hereof or any renewal, the Assets Leased Premises shall remain at be destroyed or damaged in whole or in part by fire, or any additional insured peril, the risk of Seller. In following provisions shall apply: 18.1.1 If the event of any material Leased Premises are not thereby rendered untenantable in whole or in part, the Landlord shall promptly cause the damage to be repaired without abatement of rent; 18.1.2 If by reason of such occurrence the Leased Premises are rendered untenantable in whole or in part, the Landlord shall cause the damage to be repaired and the rent shall xxxxx proportionately to the extent that the demised premises are rendered unfit for use or occupancy by the Tenant as determined by the Landlord, acting reasonably. 18.2 Notwithstanding the foregoing, if by reason of such occurrence the Leased Premises are damaged to the extent that they cannot with due diligence be repaired within one hundred and eighty (180) days from the happening of such destruction or damage; the Landlord or the Tenant shall have the option upon giving to the other thirty (30) days' written notice of any terminating this Lease. Where this Lease is so terminated, this Lease and the tenancy hereby created shall cease as of the Assets after the date hereof and prior to the Closing (in any of such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance termination and the underlying Asset base rent and other charges payable as additional rent shall be adjusted as of such date. Such option is exercisable only within sixty (60) days of the occurrence. 18.3 Any repairs required to be made by the Landlord pursuant to this paragraph shall be made with all due diligence and dispatch. 18.4 Notwithstanding any other provision hereof the Landlord shall not repaired or replaced prior be required to Closingmake any repair, all right and claim the cost of Seller to any which exceeds the proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior payable to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing Landlord in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost respect of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage loss or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtdamage.

Damage or Destruction. Until 24.01 If the ClosingBuilding shall be partially or totally damaged or destroyed by fire or other casualty (and if this Lease shall not be terminated as in this Article 24 hereinafter provided), Landlord shall repair the damage and restore and rebuild the Building (except for the Tenant's Property) in accordance with the Plans and Specifications, together with such changes as may be approved by Tenant, with reasonable dispatch after notice to it of the damage or destruction and the collection of the insurance proceeds attributable to such damage. 24.02 Subject to the provisions of Section 24.05, if all or part of the Building shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, the Assets Rent shall remain at not be abated or reduced, as the risk case may be, to the extent of Seller. In payments pursuant to Tenant's business interruption insurance allocable to rental and, subsequent to the event exhaustion of any material payments thereunder, the Rent shall be abated or reduced, as the case may be, in proportion to the untenantable area of the Building for the period from the date of the damage or destruction to the date the damage to or destruction of any the Building shall be substantially repaired; provided, however, should Tenant reoccupy a portion of the Assets after Building during the date hereof period the repair or restoration work is taking place and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss date that the Building is covered by policies of insurance and the underlying Asset is not substantially repaired or replaced prior made tenantable the Rent allocable to Closingsuch reoccupied portion, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned payable by Tenant from the date of such occupancy. 24.03 If (a) the Building shall be totally damaged or destroyed by fire or other casualty, or (b) the Building shall be so damaged or destroyed by fire or other casualty that its repair or restoration requires the expenditure, as estimated by a reputable contractor 36 40 or architect designated by Landlord and approved by Tenant which approval shall not be unreasonably withheld, of more than twenty percent (if previously received by Seller and not used 20%) of the full insurable value of the Building immediately prior to the Closing Date casualty, and, in either event, an engineer selected by Landlord and approved by Tenant, which approval shall not be unreasonably withheld or delayed, shall reasonably estimate that there will be less than two (2) years remaining in the Term (including all Renewal Terms for which Tenant has validly exercised the applicable Renewal Option) upon completion of restoration of the Building, then in either such case Landlord or Tenant may terminate this Lease by giving the other notice to repair any damage such effect within ninety (90) days after the date of the fire or destruction) paid other casualty. Notwithstanding anything contained in this Lease to Purchaser the contrary, if there shall occur such a casualty at Closing such time as there shall be estimated to be less than two years remaining in accordance with Section 1.4(b). If any such Damage the Term of this Lease after completion or Destruction Loss is not covered by policies restoration but prior to the time that pursuant to the provisions of insurance, Purchaser Article 39 hereof Tenant shall have the right to reduce exercise any Renewal Option, then, prior to Landlord terminating this Lease, Tenant shall have the Cash Consideration by an amount equal right to exercise any such Renewal Option otherwise in accordance with the provisions of Article 39 hereof. If either party shall elect to so terminate this Lease, the Term shall expire upon the tenth (i10th) if day after such Assets are not destroyed or damaged beyond repair notice is given and are able to be repaired to substantially Tenant shall vacate the Demised Premises and surrender the same condition that existed prior to Landlord in accordance with the provisions of this Lease. Upon the termination of this Lease in accordance with this Section 24.03, Tenant's liability for Rent thereafter due and payable shall cease and any prepaid portion of Rent for any period after such Damage date shall be refunded by Landlord to Tenant. 24.04 Except as provided for in Section 24.08 of this Lease, Tenant shall not be entitled to terminate this Lease and no damages, compensation or Destruction Loss at a cost less than their replacement costclaim shall be payable by Landlord for inconvenience, the estimated cost to loss of business or annoyance arising from any repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence restoration of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost any portion of the Assets. If Purchaser elects to reduce the Cash Consideration Building pursuant to this Section 4.12, Seller Article 24. Landlord shall use its best efforts to make such repair or restoration promptly and Purchaser shall negotiate in good faith in an effort such manner as to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice not unreasonably interfere with Tenant's use and occupancy of the Damage Demised Premises, but Landlord shall not be required to do such repair or Destruction Loss is given restoration work on an overtime basis unless fully reimbursed by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtTenant.

Damage or Destruction. Until 21.01 If the ClosingProject, the Assets Life-leased Premises, or the means of access thereto, shall remain at be damaged by fire or other cause covered by the risk Landlord’s insurance, the Landlord shall with reasonable dispatch after receipt of Sellernotice of said damage, repair or replace or cause to be repaired or replaced, the Project, the Life-leased Premises and the means of access thereto, with the materials of a kind and quality then customary in buildings of similar type as the Project. Any costs incurred by the Landlord in connection therewith which are not recovered under such insurance coverage shall be deemed to be part of the Carrying Charges. Anything in this Article to the contrary notwithstanding, the Landlord shall not be required to repair or replace or cause to be repaired or replaced any equipment, fixtures, furniture, furnishings or decorations installed by the Resident or any previous resident of the Life-leased Premises. 21.02 In case the event damage resulting from fire or other casualty shall be so extensive as to render the Life-leased Premises partly or wholly untenable, or if the means of access thereto shall be destroyed, the Resident’s Proportionate Share of Costs shall proportionately xxxxx until the Life-leased Premises shall again be rendered wholly tenantable or the means of access restored; but if said damage shall be caused by the act or negligence of the Resident, or of any material damage to person in or destruction on the Project by invitation of any or with the consent of the Assets Resident, such Resident’s Proportionate Share of Costs shall xxxxx only to the extent of the rental value insurance, if any, collected by the Landlord with respect to the Life-leased Premises. 21.03 If the Landlord shall determine that: (a) the Project is totally destroyed by fire or other cause; or (b) the Project is so damaged that it cannot be repaired or restored within a reasonable time after the date hereof and prior loss shall have been adjusted with the insurance carriers; or (c) if it shall be illegal to the Closing (repair such damage; then in any such caseevent, a “Damage the Landlord shall terminate this Life-lease by giving the Resident within THIRTY (30) days of such damage or Destruction Loss”destruction notice of termination and thereupon the rent and any other amounts owing by the Resident under this Life-lease (other than any outstanding obligations of the Resident under the Life-lease as at the time of such termination) Seller shall give notice thereof be apportioned and paid to Purchaser promptly thereafter. If the date of such damage or destruction and the Resident shall forthwith deliver up possession of the Life-leased Premises to the Landlord. 21.04 To the maximum extent permitted by law or the terms of any such Damage policy of insurance now or Destruction Loss hereafter obtained by either the Landlord or the Resident, the Landlord and the Resident herewith mutually waive any and all right of subrogation of any insurance carried of either or them with respect to loss or damage to any property within the Project and, to the extent that any loss or damage is covered by policies the insurance of insurance and either the underlying Asset is not repaired Resident or replaced prior to Closingthe Landlord, all right and claim of Seller to that Party insured herewith releases the other from any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance liability with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior respect to such Damage loss or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtdamage.

Damage or Destruction. Until If the ClosingPremises shall be damaged or destroyed by fire, the Assets elements, unavoidable accidents, or other casualty, whereby the Premises are rendered substantially or wholly untenantable, Landlord may, at its option cause such damage to be properly repaired, and the Base Rent and Additional Rent shall remain at meanwhile be abated during such repairs, or Landlord may terminate the risk of SellerLease. In addition, if any damage cannot be repaired within one hundred eighty (180) days of said occurrence, then Landlord and Tenant shall each have the event option of any material terminating this Lease in writing, whereby after all Base Rent, Additional Rent, and additional charges hereunder shall have been paid to the date of damage, there shall be no further liability upon either party. If the Premises shall be so damaged or destroyed as to not rendered the Premises substantially or wholly untenantable, then Landlord shall cause such damage to be properly repaired and Tenant shall be entitled to a temporary or equitable reduction in Base Rent and Additional Rent during the repair period following such damage or destruction via an abatement of any Rent for such portion of the Assets after Premises that is damaged and unusable by Tenant in a manner reasonably comparable to the date hereof and use of such space prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller casualty. Notwithstanding the foregoing. Tenant agrees and acknowledges that Landlord’s responsibility to make the foregoing repairs is specifically limited to those portions of the Premises existing on the Effective Date and shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller apply to any proceeds of insurance for such Damage improvements or Destruction Loss shall be assigned and (if previously received by Seller and not used prior alterations made to the Closing Date to repair Premises by the Tenant, Landlord or any damage or destruction) paid to Purchaser at Closing other party after the Effective Date. In addition, notwithstanding anything contained in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior this section to the occurrence of such Damage or Destruction Losscontrary, or (ii) if such Assets are destroyed or damaged beyond repair or are not able Tenant agrees and acknowledges that Landlord’s responsibility to be repaired make the repairs above is specifically limited to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given insurance proceeds, if any, actually recovered by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtLandlord.

Damage or Destruction. Until Section 12.1 If all or any part of the ClosingDemised 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, the Assets damages to the Demised Premises thereto shall remain be repaired by, and at the risk expense of SellerLandlord 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 fire 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 (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 or restore any personal property of Tenant or any Alterations made by Tenant. Landlord's obligation to restore or repair pursuant to this Article 12 shall mean to repair, restore, replace and rebuild, or cause to be restored the damaged or destroyed Demised Premises at least to the extent of the value, quality and condition and as nearly as possible to the character thereof existing as of the Commencement Date with such changes or alterations thereto as may be agreed to by the parties. Section 12.2 Unless this Lease shall be terminated as provided in this Article 12, Landlord shall make the repairs and restorations provided above with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Landlord's control. After any such casualty, Tenant shall, subject to applicable State law, cooperate with Landlord's restoration by removing from the Demised Premises as promptly as reasonably possible, all of Tenant's salvageable inventory and movable equipment, furniture and other property. Tenant's liability for rent shall resume after written notice from Landlord that Landlord has substantially completed the work required by Landlord under this Article 12. Section 12.3 Notwithstanding anything contained herein to the contrary, in the event that any casualty shall occur after the last day of the seventh (7th) Lease Year or the casualty shall require the expenditure of more than ten percent (10%) of the total value of the Building, Landlord may elect, by serving a written notice of same on Tenant (the "Landlord Notice"), to terminate this Lease rather than to complete the restoration, which termination shall be effective on the twentieth (20th) day after service of such Landlord Notice. If Landlord serves a Landlord Notice in connection with a casualty occurring prior to the last day of the seventh (7th) Lease Year, then within ten (10) days after service of such Landlord Notice, Tenant may elect to serve a notice on Landlord (the "Tenant Notice"). If Tenant timely serves the Tenant Notice: (a) Tenant may restore the Demised Premises as provided in this Article 12 with the use of Landlord's insurance proceeds (subject to the terms provided below); and (b) notwithstanding anything to the contrary contained in Article 40, if Tenant exercises its termination right pursuant to Article 40, the effective date of such termination shall not be prior to the two year anniversary of the date of such casualty. In the event that Tenant exercises the Purchase Option (as hereinafter defined) pursuant to Article 42 prior to such termination date, the expiration date of this Lease shall be extended to the date upon which the closing of title shall occur pursuant to the Purchase Option, provided Tenant shall not default in its obligations with respect to the Purchase Option and under Article 42. Section 12.4 In the event that Tenant shall restore the Demised Premises pursuant to clause (a) of Section 12.3, Landlord's insurance proceeds shall be distributed as follows: (a) Provided that Tenant shall have complied with all of the terms and provisions of this Lease set forth and shall not be in default hereunder, Landlord shall, subject to rights of any material damage mortgagee, pay over to or destruction of any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing Tenant in accordance with Section 1.4(b)12.4(c) any insurance proceeds which may be received by Landlord in connection with damage and destruction to the Demised Premises from insurance maintained or caused to be maintained by Landlord (other than rental insurance proceeds) but in no event to any extent or in any sum exceeding the amount actually received or collected by Landlord in connection with such damage or destruction of the Demised Premises; provided, however, that before paying such proceeds over to Tenant, Landlord shall first be entitled to reimburse itself therefrom to the extent, if any, of the expenses (including reasonable attorneys' fees and disbursements) paid or incurred by Landlord in the collection of such proceeds. (b) If the estimated cost of such restoration exceeds $25,000.00, prior to the commencement of any restoration, Tenant shall furnish to Landlord a detailed cost estimate for such restoration prepared by a reputable contractor or a proposed construction agreement with a reputable contractor containing the price for such restoration. (c) If the estimated cost of such restoration exceeds $25,000.00, the insurance proceeds shall be paid to Tenant in installments as the restoration progresses, upon application to be submitted by Tenant to Landlord showing the cost of the restoration incurred since the last previous application. The amount of each installment of such proceeds to be paid to Tenant shall be such proportion of the total proceeds received by Landlord (less the expenses and charges permitted to be deducted therefrom, as aforesaid) as the value of the labor and materials theretofore incorporated in the restoration bears to the total estimated cost of the restoration, less (i) all payments theretofore made to Tenant out of such proceeds, and (ii) the greater of (A) the actual retainage called for by the construction agreement(s) for such restoration, or (B) ten percent (10%) of the amount so determined, until completion of the restoration. Upon completion of the restoration by Tenant, and upon application for payment submitted by Tenant to Landlord and compliance with the conditions set forth in this Section 12.4, the balance of the proceeds, if any, shall be paid to Tenant. (d) If any vendor's, mechanic's, laborer's or materialman's lien shall be filed against the Demised Premises or any part thereof, Tenant shall promptly comply with its obligations under this Lease to discharge same and pending compliance therewith Landlord shall withhold from the disbursement of insurance proceeds an amount equal to 125% of such Damage or Destruction Loss is not covered lien. (e) If the insurance proceeds shall be insufficient for the purpose of paying for any restoration, Tenant shall nevertheless be required to make the restoration and pay any additional sums required to complete the same in the manner prescribed by policies this Article 12. (f) The foregoing notwithstanding, if the estimated cost of insurancerestoration shall be less than $25,000.00, Purchaser then Tenant shall have the right to reduce collect all insurance proceeds (other than rental insurance) in respect thereof and shall hold same in trust to be applied to the Cash Consideration by cost of restoration. Section 12.5 As conditions precedent to each payment made to Tenant as provided in Section 12.4, there shall be delivered to Landlord, at the time of each request for a disbursement of insurance proceeds: (a) a certificate of an amount equal to architect or engineer licensed as such in the State of Colorado, who is in charge of and supervising such restoration (the "Architect"), specifying that: (i) if such Assets are not destroyed or damaged beyond repair and are able the sum then requested to be repaired disbursed either has been paid and/or is then justly due to substantially contractors, subcontractors, materialmen, engineers, architects or other persons (whose names and addresses shall be stated) who have rendered or furnished certain services or materials for the same condition that existed prior to restoration and giving a brief description of such Damage or Destruction Loss at a cost less than their replacement cost, services and materials and stating in reasonable detail the estimated cost to repair or restore progress of the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior restoration up to the occurrence date of such Damage or Destruction Loss, or said certificate; (ii) if as far as is known to the Architect after due inquiry, no part of such Assets are destroyed expenditures has been or damaged beyond repair is being made the basis, in any previous or are not able then pending request, for the disbursement of insurance proceeds or has been made out of the proceeds of insurance received by Tenant; (iii) the sum then requested to be repaired disbursed, plus all sums previously disbursed, does not exceed the value of the restoration insofar as actually accomplished up to substantially the date of such certificate; (iv) in the opinion of the Architect, the remainder of the moneys then held by Landlord will be sufficient to pay in full for the completion of the restoration, and estimating, in reasonable detail, the total remaining costs of completion of such restoration; and (v) in the case of the final request for payment by Tenant, the restoration shall have been completed in accordance with the plans and specification therefor and all Governmental Requirements; (b) the contractor's requisition for payment which, in addition to setting forth the amount then claimed to be due for work, labor and material performed and furnished, as approved by the Architect, shall certify that, except for such amounts as shall then be due, there is no outstanding indebtedness known, after due inquiry, which is then due and payable for work, labor, services or materials in connection with the restoration; and (c) in the case of the final request for payment by Tenant, lien waivers from all contractors and materialmen that have performed work or furnished materials in connection with the restoration. Section 12.6 Notwithstanding anything to the contrary contained in this Lease, Landlord shall only be responsible to restore the Demised Premises to the extent that Landlord receives the proceeds of insurance. The parties rights with regard to insurance proceeds shall be subject and subordinate to the rights of any fee mortgagee of the Demised Premises. Landlord shall have the sole right to adjust all property and casualty insurance claims and to compromise and/or settle any property or casualty insurance claims relating thereto. Section 12.7 Except as otherwise specifically provided herein, this Lease shall not terminate, be forfeited or otherwise affected in any manner by reason of damage to or total, substantial or partial destruction of the Demised Premises or any part thereof, or by reason of the untenantability of the same condition that existed prior or any part thereof, for or due to such Damage any reason of cause whatsoever, and Tenant, notwithstanding any present or Destruction Loss at a cost less than their replacement costfuture law or statute, waives any and all rights to quit or surrender the replacement cost Demised Premises or any part thereof by reason of any damage or destruction of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtDemised Premises.

Damage or Destruction. Until 22.1 Tenant shall give written notice to Landlord immediately upon any damages to or destruction of the ClosingPremises if the loss sustained exceeds One Hundred Thousand Dollars ($100,000). Except with regard to Material Damage as defined in Section 22.2 below, in the Assets event of damage to or destruction of all or any portion of the Premises or the improvements and fixtures thereon (collectively, “improvements”), Tenant shall remain at within a reasonable time (not to exceed 365 days from the risk date of Sellerthe casualty) commence and proceed in a commercially reasonable manner to repair, reconstruct and restore (collectively, “restore”) such improvements to substantially the same condition and utility as they were in immediately prior to the casualty so long as the insurance proceeds plus the deductible for which Tenant is responsible are sufficient to cover the actual cost of restoration. Tenant acknowledges and agrees that it is required to maintain business interruption insurance and that Tenant shall not be entitled to any abatement of the Basic Annual Rent or Additional Rent as a result of (a) any insured casualty or (b) any uninsured casualty caused by Tenant’s and Tenant’s Agents’ gross negligence or willful misconduct. In the event Tenant fails to restore the improvements within three hundred sixty five (365) days for the date of casualty, Landlord, without limiting any of its rights due to Tenant’s default, may elect to complete the construction said improvements and Tenant shall assign all of the insurance proceeds to Landlord and Tenant shall pay to Landlord an amount equal to the deductible amount. Except as expressly set forth below, this Lease shall continue in full force and effect, notwithstanding such damage or destruction. 22.2 In the event of damage, destruction and/or restoration (i) renders unusable more than ten percent (10%) of the usable square feet of the Building, or (ii) the Premises cannot be fully repaired or restored within two hundred seventy (270) days after the occurrence of such damage (“Material Damage”), then Tenant shall have the right to terminate this Lease by giving written notice to Landlord of termination within ninety (90) days after the occurrence of such Material Damage (“Notice of Termination”). Termination of this Lease pursuant to this subsection shall be effective upon the termination date as set forth in Notice of Termination. In addition, in the event of Material Damage within the three (3) years just prior to the scheduled expiration of the term, Landlord may elect to terminate this Lease by written notice to Tenant within thirty (30) days after the occurrence of such Material Damage; provided, however, Tenant may negate such Landlord termination by, within thirty (30) days after receipt of such Landlord’s notice, electing to extend the term of this Lease pursuant to Article 34 below. In the event this Lease is terminated pursuant to this Section 22, Tenant shall assign all insurance proceeds to Landlord and shall pay to Landlord an amount equal to the deductible amount of the “all risk” insurance described in Section 21.2 above. 22.3 In the event of any material damage to or destruction of uninsured casualty, without limiting any of Landlord’s rights hereof, Landlord shall have right to terminate this Lease upon written notice to Tenant; provided, however, Tenant may, at its option, elect to continue the Assets after Lease and negate such Landlord’s decision to terminate by delivering written notice to Landlord within thirty (30) days of receipt of Landlord’s notice and agreeing to pay unabated Rent from the date hereof of receipt of Landlord’s notice and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies all costs of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtuninsured casualty.

Damage or Destruction. Until (a) Provided it is hereby expressly agreed that if and whenever during the ClosingTerm hereby demised the Building shall be destroyed or damaged, then and in every such event: (1) If the Assets shall remain at the risk of Seller. In the event of any material damage to or destruction of any the Building renders TWENTY-FIVE percent (25%) or more of the Assets after area of the Building wholly unfit for occupancy or impossible or unsafe for use and occupancy, the Landlord may at its option, terminate this Lease by giving to the Tenant notice in writing of such termination, in which event, this Lease and the Term hereby demised shall cease and be at an end as of the date hereof of such destruction or damage and prior the Rent and all other payments for which the Tenant is liable under the terms of this Lease shall be apportioned and paid in full to the Closing date of such destruction or damage. (in any 2) If the damage or destruction is such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and that the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior damage to the Closing Date Premises, in the reasonable opinion of the Landlord to repair any be given to the Tenant within twenty (20) days of the happening of such damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is , cannot covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially with reasonable diligence within one hundred and twenty (120) days from the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence happening of such Damage damage or Destruction Lossdestruction, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially then the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement costLandlord may, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice days next succeeding the giving of the Damage Landlord's opinion as aforesaid, terminate this Lease by giving to the Tenant notice in writing of such termination, in which event this Lease and the Term hereby demised shall cease and be at an end as of the date of such destruction or Destruction Loss damage and the Rent and all 11 other payments for which the Tenant is given by Sellerliable under the terms of this Lease shall be apportioned and paid in full to the date of such destruction or damage; in the event that the Landlord does not terminate this Lease, then the amount Landlord shall repair the Premises, except for the Tenant's furnishings, fixtures, improvements and alterations, with all reasonable speed. (3) If in the reasonable opinion of the reduction Landlord the damage can be made good as aforesaid within one hundred and twenty (120) days of the happening of such destruction or damage or if the Landlord has not terminated this Lease as aforesaid, and the damage is such that the Premises are capable of being partially used for the purposes for which they are hereby leased, then until such damage has been repaired, Rent shall be determined by abatx xx the Bankruptcy Courtproportion that the part of the Premises which is rendered unfit for occupancy bears to the whole of the Premises and the Landlord shall repair the damage, except for the Tenant's furnishings, fixtures, improvements, and alterations, with all reasonable speed, provided that in the event that the repairs are not completed within 120 days of the happening of such destruction or damage, the Tenant may termination this lease.

Damage or Destruction. Until 21.01. If the ClosingBuilding or the Premises shall be partially or totally damaged or destroyed by fire or other casualty (and if this Lease shall not be terminated as provided in this Article) Landlord shall repair the damage and restore and rebuild the Building and/or the Premises (except for the Tenant's Property) with reasonable dispatch after notice to it of the damage or destruction and the collection of the insurance proceeds attributable to such damage. 21.02. Subject to the provisions of Section 21.05, if all or part of the Premises is damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, the Assets Fixed Rent and Additional Charges under Article 4 and Article 5 shall remain at be reduced in the risk proportion that the untenantable area of Seller. In the event Premises bears to the total area of any material the Premises, for the period from the date of the damage or destruction to (a) the date the damage to the Premises is substantially repaired, or destruction of any (b) if the Building and not the Premises is so damaged or destroyed, the date on which the Premises is made tenantable; provided, however, should Tenant reoccupy a portion of the Assets after Premises during the date hereof period the repair work is taking place and prior to the Closing (in any date the Premises are substantially repaired or made tenantable, the Fixed Rent and Additional Charges under Article 4 and Article 5 allocable to such casereoccupied portion, a “Damage or Destruction Loss”) Seller based upon the proportion which the area of the reoccupied portion of the Premises bears to the total area of the Premises, shall give notice thereof to Purchaser promptly thereafterbe payable by Tenant from the date of such occupancy. 21.03. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss Premises shall be assigned and materially (i.e.,30% or more) damaged or destroyed by fire or other casualty, or if previously received the Building shall be so damaged or destroyed by Seller and fire or other casualty (whether or not used the Premises are damaged or destroyed) that its repair or restoration requires the expenditure (as estimated by a reputable contractor or architect designated by Landlord) of more than 20% of the full insurable value of the Building immediately prior to the Closing Date casualty, then in either such case Landlord may terminate this Lease by giving Tenant notice to such effect within 180 days after the date of the fire or other casualty and the Fixed Rent and Additional Charges shall be prorated and adjusted as of the date of termination. 21.04. Tenant shall not be entitled to terminate this Lease and no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises or of the Building pursuant to this Article. Landlord shall use commercially reasonable efforts to make such repair or restoration promptly and in such manner as not unreasonably to interfere with Tenant's use and occupancy of the Premises, but Landlord shall not be required to do such repair or restoration work except during Business Hours on Business Days. Notwithstanding the foregoing, if the repairs or restoration is not substantially completed within one hundred and eighty days of the damage or destruction, Tenant may give not less than thirty days prior written notice to Landlord commencing with the date of receipt of such notice by Landlord, terminating this Lease at any time thereafter, provided the repairs or restoration are not substantially completed within such notice period. 21.05. Landlord will not carry insurance of any kind on the Tenant's Property and shall not be obligated to repair any damage to or destruction) paid to Purchaser at Closing replace the Tenant's Property. 21.06. The provisions of this Article shall be deemed an express agreement governing any case of damage or destruction of the Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for such a contingency in accordance with Section 1.4(b). If the absence of an express agreement, and any such Damage other law of like import, now or Destruction Loss is not covered by policies of insurancehereafter in force, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if no application in such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtcase.

Damage or Destruction. Until If the ClosingDemised Premises or the Building is damaged by any cause or means whatsoever not caused or contributed to by the negligence or fault of Tenant, its employees, agents, invitees or visitors, and if insurance proceeds have been made available therefore, and if said damage can be repaired within ninety (90) days by using standard working methods and procedures, Landlord shall within a reasonable time after the Assets shall remain at occurrence of said damage, and to the risk of Seller. In the event of any material damage to or destruction of any extent of the Assets insurance proceeds available therefore, enter and make repairs and this Lease shall not be affected but shall continue in full force and effect. However, if said damage cannot be repaired within a period of ninety (90) days by using standard working methods and procedures, then this Lease shall cease and terminate as of the date of such occurrence, and Tenant shall pay rent hereunder to such date and immediately surrender the Demised Premises to Landlord, unless within a period of sixty (60) days from the date of such occurrence Landlord shall elect to keep this Lease in force and to restore the Demised Premises to substantially the condition as existed prior to the date of such occurrence by giving Tenant written notice of such election within said sixty (60) day period. If Landlord so elects to continue this Lease and restore the Demised Premises, Landlord shall within a reasonable time after the date hereof of the notice of said election enter and prior make repairs, and this Lease shall not be affected, except that rents hereunder shall be reduced or abated while such repairs are being made for the period of time and in the proportion that the Demised Premises are untenantable. If, however, such damage is contributed to or results from the Closing (in any fault of Tenant, Tenant’s employees, agents, invitees or visitors, and if Landlord does not have insurance covering such casedamage, a “Damage or Destruction Loss”) Seller such damage shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered be repaired by policies and at the expense of insurance Tenant under the control, direction and supervision of Landlord, and the underlying Asset rent shall continue without abatement or reduction. The completion of the repairs of all such damages is not repaired or replaced prior subject to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence reasonable delays resulting from survey of such Damage damage, obtaining plans and letting contracts for repair, adjustments or Destruction Lossinsurance loss, strikes, labor difficulties, unavailability of material, or (ii) if such Assets are destroyed or damaged other causes beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost control of the Assets. If Purchaser elects party obligated to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of make such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtrepairs.

Damage or Destruction. Until 4.10.1 If the ClosingPremises are damaged by fire, earthquake or other casualty, Tenant shall give immediate written notice thereof to Landlord. If Landlord estimates that the Assets damage can be repaired within two-hundred-seventy (270) calendar 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 remain at proceed with reasonable diligence to restore the risk of Seller. In Premises to substantially the event of any material damage to or destruction of any of the Assets after the date hereof and condition which existed prior to the Closing damage and this Lease shall not terminate. If, in Landlord's estimation, the damage cannot be repaired within such 270 day period or if there are insufficient insurance proceeds available to repair such damage, Landlord may elect in its absolute discretion to either: (in any such case, a “Damage a) terminate this Lease or Destruction Loss”(b) Seller shall give notice thereof restore the Premises to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and substantially the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used condition which existed prior to the Closing Date 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 on an equitable basis in proportion to the extent of the damage or destruction, commencing on the date of such damage or destruction and continuing until the Premises is once again made tenantable. Tenant agrees to look to the provider of Tenant's insurance for coverage for the loss of Tenant's use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period. 4.10.2 If the Building is damaged by fire, earthquake or other casualty and more than fifty percent (50%) paid of the Building is rendered untenantable, without regard to Purchaser at Closing whether the Premises are affected by such damage, Landlord may in accordance with Section 1.4(b)its absolute discretion and without limiting any other options available to Landlord under this Lease or otherwise, elect to terminate this Lease by notice in writing to Tenant within sixty (60) calendar days after the occurrence of such damage. If Such notice shall be effective thirty (30) calendar days after receipt by Tenant unless a later date is set forth in Landlord's notice. 4.10.3 Notwithstanding anything contained in this Lease to the contrary, if there is damage to the Premises, or Building and the holder of any indebtedness secured by a mortgage or deed of trust covering any such Damage or Destruction Loss is not covered by policies of insuranceproperty requires that the insurance proceeds be applied to such indebtedness, Purchaser then Landlord shall have the right to reduce the Cash Consideration terminate this Lease by an amount equal delivering written notice of termination to Tenant within fifteen (i15) if calendar days after such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected requirement is made by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtholder.

Damage or Destruction. Until (a) If the Closingdamage caused by a fire or other casualty renders the Building untenantable, the Assets shall remain at Base Rent required by virtue of Article III above will xxxxx for the risk period during which the Building is untenantable, extending from the date of Seller. In the event of any material such damage to or destruction to the date which is the earlier of any (i) the date that full use of the Assets Building is restored to Tenant and Tenant commences full operations in and deliveries from the Premises, or (ii) the date which is sixty (60) days after restoration of the Building (exclusive of Tenant's improvements) is completed, which abatement shall be equal to the proportion of the damaged or destroyed area of the Building to the total floor area of the Building. If the damage caused by a fire or other casualty renders the Building partially untenantable, the Base Rent will partially xxxxx until full use of the Building is restored to Tenant in proportion to the diminished utility of the Building in the conduct of Tenant's normal business operations. Landlord is entitled to receive all proceeds payable in respect of the time element insurance maintained accordance with the terms of Section 14.01 above. (b) If a fire or other casualty renders the Premises untenantable in whole or in part, and the estimated time for the restoration of the Premises (inclusive of leasehold improvements Tenant makes) exceeds the period that will expire on the date that is the date that is one hundred eighty (180) days after the date hereof and of the occurrence of the fire or casualty, Tenant may terminate this Lease by the delivery of written notice to Landlord within fifteen (15) days following the date on which Landlord notifies Tenant of the estimated time for the restoration. Landlord must provide that estimate within thirty (30) days following the date of the casualty. If a termination of this Lease does not occur in accordance with the foregoing provisions of this Section 16.01(b), but Landlord fails to complete the restoration of the Premises by the date that is thirty (30) days after the date of the expiration of the period within which Landlord estimated the restoration would be completed, Tenant may terminate this Lease by the delivery of written notice to Landlord at any time following the expiration of that 30-day period, but prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafterdate on which Landlord completes the restoration of the Premises. If any such Damage or Destruction Loss is covered by policies a termination of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing this Lease occurs in accordance with the terms of this Section 1.4(b). 16.01, Landlord is entitled to receive all proceeds payable in respect of the insurance that Landlord maintains in accordance with the terms of Section 14.01 above to the extent not previously disbursed to Landlord in connection with the restoration of the Premises. (c) If any such Damage fire or Destruction Loss is other casualty damages the Premises and a termination of this Lease does not covered by policies of insuranceoccur, Purchaser Landlord shall have the right obligation to reduce restore the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired Premises to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage the fire or Destruction Lossother casualty, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially exclusive of leasehold improvements made by Tenant, using the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost proceeds of the Assetsinsurance described in Section 14.01 above. If Purchaser elects to reduce Landlord shall exercise due diligence and dispatch in restoring the Cash Consideration pursuant to this Section 4.12Premises. In so doing, Seller Landlord shall comply with all applicable laws, ordinances and Purchaser shall negotiate in good faith in an effort to agree upon regulations. In performing its restoration obligation, Landlord must restore the amount of such reduction. If Improvements so that they comply with laws and regulations applicable at the parties are unable to reach agreement within five (5) Business Days after notice time of the Damage or Destruction Loss is given by Seller, then restoration and not just the amount laws and regulations that were applicable at the time of original construction of the reduction shall be determined by the Bankruptcy CourtImprovements.

Damage or Destruction. Until In the Closingevent the Premises or the Building are damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Building, the Assets damage shall remain be repaired by and at the risk expense of SellerLandlord to the extent of such insurance proceeds available therefor, provided such repairs can, in Landlord's reasonable opinion, be made within one hundred eighty (180) 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 Tenant's rental insurance and shall otherwise be abated to the extent the Premises are rendered untenantable. If repairs cannot, in Landlord's reasonable opinion be made within one hundred eighty (180) days, Landlord shall notify Tenant within thirty (30) days the occurrence of such damage of its determination, in which event, or in the event such repairs are commenced but are not substantially completed within one hundred eighty (180) days of 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. In the event Landlord commences repairs, and same are not substantially completed within one hundred eighty (180) days after occurrence of such damage, Tenant may elect to terminate the Lease. Except as provided in this Section, there shall be no abatement of rent and no liability of Landlord by reason of any material damage injury to or destruction interference with Xxxxxx'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 Assets after Building or the date hereof Premises or in or to fixtures, appurtenances and prior to equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture or furnishings or on any fixtures or equipment removable by Tenant under the Closing (in any such case, a “Damage or Destruction Loss”) Seller provisions of this Lease and that Landlord shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date obliged to repair any damage thereto or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b)replace the same. If any such Damage or Destruction Loss is Landlord shall not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost required to repair any injury or restore the Assets affected damage caused by such Damage fire or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Lossother cause, or (ii) if such Assets are destroyed to make any repairs or damaged beyond repair replacements to or are not able to be repaired to substantially of improvements installed in the same condition that existed prior to such Damage Premises by or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtfor Tenant.

Damage or Destruction. Until If, prior to the ClosingDefeasance Date, the Assets Continental Special Facilities shall remain at be damaged or partially or totally destroyed by fire, flood, windstorm, or other casualty, there shall be no abatement or reduction in the risk Basic Rent or Bond Rent payable by Airline. Continental assigns to City all its rights to the proceeds of Sellerany property insurance for the damage or destruction of the Continental Special Premises, and City agrees to apply such proceeds and any other moneys Airline or any other party may provide for that purpose (i) to the repair or reconstruction of the Continental Special Premises to the fullest extent that such proceeds and other moneys suffice for that purpose and such repair or reconstruction is feasible, but without assuming any obligation to use or apply any other moneys or revenues for that purpose and (ii) to the payment of Bond Service Charges on the Bonds by depositing said proceeds with the Trustee for deposit in the Bond Fund to be applied in accordance with the Indenture, if and to the extent that such repair or reconstruction is not feasible. City shall give prompt written notice to the Trustee of any damage or destruction of the Continental Special Premises. In the event that any insurance proceeds are net of a deductible, Airline shall pay to City the amount of such deductible. City shall also be required to so apply the proceeds of any insurance policies of City received by City as a result of such damage or destruction. In the event of any material damage to damage, destruction or destruction loss of any portion of the Assets Continental Special Premises by an insured risk after the date hereof and prior to the Closing (in any such caseDefeasance Date, a “Damage which damage, destruction or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset loss is not capable of being repaired or replaced prior to Closingwithin ninety (90) days, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser Airline shall have the right option, exercisable by written notice given to reduce City within sixty (60) days after the Cash Consideration by occurrence of such event, to terminate this Agreement forthwith. If this Agreement is so terminated, City shall receive from the insurance proceeds an amount equal to (i) the full insurable value minus the net book value, with Airline receiving the balance. If this Agreement is not terminated as aforesaid, or if such Assets are not destroyed damage, destruction or damaged beyond repair and are able to be loss is capable of being repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement costwithin said ninety (90) day period, the estimated cost provisions of the immediately preceding paragraph shall apply; provided, however, that if such damage, destruction or loss occurs within six (6) months of the expiration of this Agreement, than Airline shall have the option either to repair effect such repair, replacement, restoration or restore rebuilding or in lieu thereof, to terminate forthwith the Assets affected Agreement and make payment of the insurance proceeds received by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence reason of such Damage damage, destruction or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able loss to be repaired to substantially City in accordance with the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost provisions of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtimmediately preceding paragraph.

Damage or Destruction. Until 9.1.1 In case of damage to the ClosingPremises or the Building by fire or other casualty, Tenant shall give immediate notice to Landlord. If the Assets shall remain at Building is damaged by fire or any other cause to such extent that the risk cost of Sellerrestoration, as reasonably estimated by Landlord, will equal or exceed 30% of the replacement value of the Building (exclusive of foundations) just prior to the occurrence of the damage, or if insurance proceeds sufficient for restoration are for any reason unavailable, then Landlord may no later than the sixtieth (60th) day following the damage, give Tenant a notice of election to terminate this Lease. In the event of such an election this Lease shall be deemed to terminate on the third day after the giving of said notice, Tenant shall surrender possession of the Premises within a reasonable time thereafter, and the Rent and Additional Rent shall be apportioned as of the date of said surrender and any material Rent paid for any period beyond said date shall be repaid to Tenant. If the cost of restoration as estimated by Landlord shall amount to less than 30% of such replacement value of the Building and insurance proceeds sufficient for restoration are available, or if despite the cost Landlord does not elect to terminate this Lease, Landlord shall restore the Building and the Premises (to the extent of improvements to the Premises originally provided by Landlord hereunder) with reasonable promptness, subject to delays beyond Landlord’s control and delays in the making of insurance adjustments by Landlord, and Tenant shall have no right to terminate this Lease except as herein provided. To the extent that the Premises are rendered untenantable, the Rent shall proportionately xxxxx, except in the event such damage resulted from or was contributed to, directly, or indirectly, by the act, fault or neglect of Tenant, Tenant’s contractors, agents, employees, invitees or licensees, in which event Rent shall xxxxx only to the extent Landlord receives proceeds from Landlord’s rental income insurance policy to compensate Landlord for loss of rent. 9.1.2 No damages, compensations or destruction claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Assets after Premises or of the date hereof Building. Landlord shall use its best efforts to effect such repairs promptly. 9.1.3 Landlord will not carry insurance of any kind on any improvements paid for by Tenant or on Tenant’s furniture or furnishings or on any fixtures, equipment, personal property, inventory, improvements or appurtenances of Tenant under this Lease and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller Landlord shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date obligated to repair any damage thereto or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have replace the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtsame.

Damage or Destruction. Until If the ClosingProject is damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the Assets damage shall remain 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 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 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 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 them in a reasonable time and in such event this Lease shall continue in effect and the risk 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 Sellersuch 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 event Project shall be damaged by fire or other casualty 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, if 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. 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 material damage 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 Assets after Project or the date hereof Premises or in or to fixtures, appurtenances and prior 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 Closing (in any such casesame. Except for proceeds relating to Tenant's furniture, a “Damage or Destruction Loss”) Seller furnishings, trade fixtures and equipment, Tenant acknowledges that Tenant shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all have no right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior relating to the Closing Date property damage. With respect to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss which Landlord is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost obligated to repair or restore elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases its rights under the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence provisions of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost Sections 1932 and 1933 of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtCalifornia Civil Code.

Damage or Destruction. Until (a) Lessor shall purchase, carry and keep in full force and effect on the Closingbuilding fire, extended coverage and added perils insurance in amounts as deemed appropriate by Lessor or required by Lessor's lenders. Lessor and any holder or holders of any mortgages or deeds of trust covering the Assets Premises, or the property of which the same are a part thereof, shall remain at be the risk of Seller. sole insured under said policy and shall be entitled to all proceeds thereunder. (b) In the event the Premises or the building of which the same are a part are damaged by fire or casualty, the damage shall be repaired by and at the expense of Lessor (unless the damage was caused by the negligence of Lessee) provided such repairs can, in Lessor's sole opinion, be made within ninety (90) days after the occurrence of such damage without the payment of overtime or other premiums, and until such repairs are completed, the rent shall be abated in proportion to the part of the Premises which is unusable by Lessee in the conduct of its business (but there shall be no abatement of rent by reason of any material damage to or destruction of any portion of the Assets after Premises being unusable for a period equal to ten (10) days or less. If the date hereof damage is due to the negligent act or omission of Lessee or its employees, agents or invitees, there shall be no abatement of rent. Lessor's obligation to promptly and fully restore the Premises to their condition prior to the Closing (in any such casedestruction or damage is subject always to delays caused by acts of God, a “Damage strikes, lockouts, inability to get materials, accidents, fire or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereaftermatters beyond the control of Lessor, for which Lessor cannot be held responsible by Lessee. If any repairs cannot, in Lessor's sole opinion, be made within ninety (90) days, Lessor may at its option make them within a reasonable time, and in such Damage or Destruction Loss is covered by policies of insurance event, this Lease shall continue in effect and the underlying Asset is rent shall be apportioned in the manner provided above. If Lessor does not repaired elect as aforesaid within forty-five (45) days, then either party may, by written notice to the other, cancel this Lease as of the date of the occurrence of such damages. A total destruction of the building in which the Premises are located shall automatically terminate this Lease. If repairs cannot be completed with 180 days, lessee has the right to terminate the lease. (c) Except as provided in Paragraph 19(b) above, there shall be no abatement of rent and no liability of Lessor by reason of any injury to or replaced prior to Closinginterference with Lessee's business or property arising from the making of any repairs, all right and claim of Seller alterations or improvements in or to any proceeds portion of the building of the Premises, or in or to fixtures, appurtenances and equipment therein, unless caused by the gross negligent act or omission of agents, employees, representatives or servants of Lessor. Lessee understands that Lessor will not carry insurance for such Damage of any kind on Lessee's furniture and furnishings or Destruction Loss on any fixtures or equipment removable by Lessee under the provisions of this Lease; and that Lessor shall not be assigned and (if previously received by Seller and not used prior to the Closing Date obligated to repair any damage thereto or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially replace the same condition unless caused by the gross negligent act or omission of agents, employees, representatives or servants of Lessor. The Lessor shall not be required to repair any injury or damage by fire or other cause, or to make any repairs or replacements of improvements installed in the Premises by or for Lessee, unless caused by the gross negligent act or omission of agents, employees, representatives or servants of Lessor. (d) In the event that existed prior the building in which the demised Premises is situated may be destroyed to such Damage or Destruction Loss at a cost the extent of not less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence thirty-three and one-third percent (33-1/3%) of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of thereof, Lessor may elect to terminate this Lease, whether the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage Premises be injured or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtnot.

Damage or Destruction. Until the Closing, the Assets shall remain at the risk of Seller. In the event of any material damage to or destruction of any of the Assets Within thirty (30) days after the date hereof Landlord learns of the necessity for repairs as a result of damage (provided that such period shall be extended to sixty (60) days where the damage is attributable to an earthquake), Landlord shall notify Tenant (“Damage Repair Estimate”) of Landlord’s reasonable estimated assessment of the period of time in which the repairs will be completed. If the Project is damaged by fire or other insured casualty and prior the insurance proceeds (other than deductible amounts) have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project(it being agreed that Landlord shall use its best commercially reasonable efforts to cause any such holder to make the insurance proceeds available for restoration), the damage (including damage to Tenant’s Alterations and Tenant Improvements) shall be repaired by Landlord to the Closing extent such insurance proceeds are available therefor and provided the Damage Repair Estimate indicates that repairs can be completed within two hundred seventy (in any 270) days after the necessity for repairs as a result of such casedamage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed and Tenant shall have had a “Damage or Destruction Loss”) Seller shall give notice thereof reasonable period of time to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies install its communications and other equipment and move back into the damaged portion of insurance and the underlying Asset is not repaired or replaced prior to ClosingPremises, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss rent shall be assigned and (if previously received by Seller and not used prior abated in proportion to the Closing Date 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 repair any damage one (1) day or destruction) paid to Purchaser at Closing in accordance with Section 1.4(bless). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to 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 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 Destruction Lossother premiums, Landlord may, at its option, either (a) 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 (iib) if elect not to effect such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to repairs and instead terminate this Lease, by notifying Tenant in writing of such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost termination within sixty (60) days after Landlord learns of the Assetsnecessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. If Purchaser elects In addition, Landlord may elect to reduce terminate this Lease if the Cash Consideration 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 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 Section 4.12, Seller Lease pursuant to Landlord’s termination right as provided above and Purchaser shall negotiate in good faith in an effort to agree upon if the amount Damage Repair Estimate indicates that repairs cannot be completed within two hundred seventy (270) days after the date Landlord learns of the necessity for repairs as a result of such reduction. If the parties are unable to reach agreement within five damage, Tenant may elect, not later than thirty (530) Business Days days after notice Tenant’s receipt of the Damage Repair Estimate, to terminate this Lease by written notice to Landlord effective as of the date specified in Tenant’s notice. Finally, if the Premises or Destruction Loss the Project is given by Sellerdamaged to any substantial extent during the last twelve (12) months of the Term, then the amount of the reduction shall be determined by the Bankruptcy Court.notwithstanding anything contained in this

Damage or Destruction. Until If all or any part of the ClosingPremises or any material portion of the balance of the Real Property is damaged by fire or other casualty, and the Assets damage can, in Landlord’s reasonable opinion, be repaired within sixty (60) days of the damage, then Landlord shall repair the damage and this Lease shall remain in full force and effect. If the repairs cannot, in Landlord’s opinion, be made within the sixty (60)-day period, Landlord at its option exercised by written notice to Tenant within the sixty (60)-day period, shall either (a) repair the damage, in which event this Lease shall continue in full force and effect, or (b) terminate this Lease as of the date specified by Landlord in the notice, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given, and this Lease shall terminate on the date specified in the notice. Notwithstanding the foregoing, Landlord shall not be obligated to repair or replace any of Tenant’s movable furniture, equipment, trade fixtures and other personal property, nor any above Building standard Alterations that were installed in the Premises by or at the risk request of Seller. In Tenant (including those installed by Landlord at Tenant’s request, whether prior or subsequent to the event commencement of any material the Lease term) and no damage to or destruction of any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller foregoing shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller entitle Tenant to any proceeds rent abatement, and Tenant shall, at Tenant’s sole cost and expense, repair and replace such items. All such repair and replacement of insurance for such Damage or Destruction Loss above Building standard Alterations shall be assigned and (if previously received constructed by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing Tenant in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reductionParagraph 9 above regarding Alterations. If the parties are unable to reach agreement within five (5) Business Days after notice fire or other casualty damages the Premises or the Common Areas of the Damage Real Property necessary for Tenant’s use and occupancy of the Premises, Tenant ceases to use any portion of the Premises as a result of such damage, and the damage does not result from the negligence or Destruction Loss is given by Sellerwillful misconduct of Tenant or any other Tenant Parties, then during the amount period the Premises or portion thereof are rendered unusable by such damage and repair, Tenant’s Monthly Rent and Additional Rent under Paragraphs 5 and 7 above shall be proportionately reduced based upon the extent to which the damage and repair prevents Tenant from conducting, and Tenant does not conduct, its business at the Premises. A total destruction of the reduction Building shall automatically terminate this Lease. In no event shall Tenant be determined entitled to any compensation or damages from Landlord for loss of use of the whole or any part of the Premises or for any inconvenience occasioned by any such destruction, rebuilding or restoration of the Bankruptcy CourtPremises, the Building or access thereto, except for the rent abatement expressly provided above. Tenant hereby waives California Civil Code Sections 1932(2) and 1933(4), providing for termination of hiring upon destruction of the thing hired and Sections 1941 and 1942, providing for repairs to and of premises.

Damage or Destruction. Until 24.01 If the ClosingBuilding or the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (and if this Lease shall not be terminated as provided in this Article 24), Landlord shall repair the damage and restore and rebuild the Building and/or the Demised Premises (except for the Tenant’s Property) with reasonable dispatch after notice to it of the damage or destruction and the collection of the insurance proceeds attributable to such damage. 24.02 Subject to the provisions of Section 24.05, if all or part of the Demised Premises shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, the Assets Rent shall remain at be abated or reduced, as the risk case may be, in the proportion that the untenantable area of Seller. In the event Demised Premises bears to the total area of any material the Demised Premises, for the period from the date of the damage or destruction to (a) the date the damage to the Demised Premises shall be substantially repaired, or destruction of any (b) if the Building and not the Demised Premises is so damaged or destroyed, the date on which the Demised Premises shall be made tenantable; provided, however, should Tenant reoccupy a portion of the Assets after Demised Premises during the date hereof period the repair or restoration work is taking place and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and date that the underlying Asset is not Demised Premises are substantially repaired or replaced prior made tenantable the Rent allocable to Closingsuch reoccupied portion, all right and claim based upon the proportion which the area of Seller the reoccupied portion of the Demised Premises bears to any proceeds the total area of insurance for such Damage or Destruction Loss the Demised Premises, shall be assigned and payable by Tenant from the date of such occupancy. 24.03 Notwithstanding any other provision to the contrary in this Article, if (a) the Building or the Demised Premises shall be totally damaged or destroyed by fire or other casualty, or (b) the Building shall be so damaged or destroyed by fire or other casualty (whether or not the Demised Premises are damaged or destroyed) that its repair or restoration requires the expenditure, as estimated by a reputable contractor or architect designated by Landlord, of more than twenty-five percent (25%) (or ten percent [10%] if previously received by Seller and not used such casualty occurs during the last three (3) years of the Term) of the full insurable value of the Building immediately prior to the Closing Date casualty, or (c) the Building shall be damaged or destroyed by fire or other casualty (whether or not the Demised Premises are damaged or destroyed) and the loss shall not be covered by Landlord’s insurance, if any, then in either such case Landlord may terminate this Lease by giving Tenant notice to such effect within one hundred eighty (180) days after the date of the fire or other casualty. 24.04 Subject to the provisions of Section 24.05, upon sixty (60) days notice to Landlord, Tenant shall be entitled to terminate this Lease if Landlord has not substantially repaired or restored the Demised Premises within two (2) years (subject to Unavoidable Delays) following notice to it of the damage or destruction and the collection of the insurance proceeds, if any, attributable to such damage, provided, however, that no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any failure to or any repair or restoration of any portion of the Demised Premises or of the Building pursuant to this Article 24. Landlord shall use its best efforts to make such repair or restoration in such manner as to not unreasonably interfere with Tenant’s use and occupancy of the Demised Premises, but Landlord shall not be required to do such repair or restoration work except during normal business hours on normal business days. 24.05 Notwithstanding any of the foregoing provisions of this Article 24, if by reason of some act or omission on the part of Tenant or any of its subtenants or its or their partners, directors, officers, servants, employees, agents, licensees or contractors, either (a) Landlord or any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to damage or destruction of the Demised Premises or the Building by fire or other casualty, or (b) the Demised Premises or the Building shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, then, without prejudice to any other remedies which may be available against Tenant, there shall be no abatement or reduction of the Rent and no option to terminate the Lease by Tenant, Further, nothing contained in this Article 24 shall relieve Tenant from any liability that may exist as a result of any damage or destruction by fire or other casualty. 24.06 Landlord will not carry insurance of any kind on the Tenant’s Property, and, except as provided by law or by reason of Landlord’s breach of any of its obligations hereunder, shall not be obligated to repair any damage to or destruction) paid to Purchaser at Closing replace the Tenant’s Property. 24.07 The provisions of this Article 24 shall be deemed an express agreement governing any case of damage or destruction of the Demised Premises and/or Building by fire or other casualty, and any law providing for such a contingency in accordance with Section 1.4(b). If any such Damage the absence of an express agreement, now or Destruction Loss is not covered by policies of insurancehereafter in force, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if no application in such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy Courtcase.

Damage or Destruction. Until If all or a part of the ClosingPremises or the Real Property are damaged by fire or other casualty, and the Assets damage can, in Landlord's reasonable opinion, be repaired within sixty (60) days of the damage, then Landlord shall repair the damage and this Lease shall remain in full force and effect. If the repairs cannot, in Landlord's opinion, be made within the sixty (60)-day period, Landlord at its option exercised by written notice to Tenant within the sixty (60)-day period, shall either (a) repair the damage, in which event this Lease Shall continue in full force and effect, or (b) terminate this Lease as of the date specified by Landlord in the notice, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given, and this Lease shall terminate on the date specified in the notice. If the fire or other casualty damages the Premises or the common areas of the Real Property necessary for Tenant's use and occupancy of the Premises, Tenant ceases to use any portion of the Premises as a result of such damage, and the damage does not result from the negligence or willful Misconduct of Tenant or any other Tenant Parties, then during the period the Premises or portion thereof are rendered unusable by such damage and repair, Tenant's Monthly Rent, Tenant's Electrical Charge and Additional Rent under Paragraphs 5 and 7 above shall be proportionately reduced based upon the extent to which the damage and repair prevents Tenant from conducting, and Tenant does not conduct, its business at the risk Premises. Landlord shall not be obligated to repair or replace any of Seller. In Tenant's movable furniture, equipment, trade fixtures, and other personal property, nor any Alterations installed in the event of any material Premises by Tenant, and no damage to or destruction of any of the Assets after the date hereof and prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller foregoing shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller entitle Tenant to any proceeds abatement, and Tenant shall, at Tenant's sole cost and expense, repair and replace such items. All such repair and replacement of insurance for such Damage or Destruction Loss Alterations shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing constructed in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior to the occurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then the amount of the reduction shall be determined by the Bankruptcy CourtParagraph 9 above regarding Alterations.

Damage or Destruction. Until 12.01 If any portion of the ClosingDemised Premises is damaged or destroyed by fire or other cause during the term of this Lease, Tenant shall promptly give notice thereof to Landlord, and Tenant shall, except as otherwise provided herein, be obligated to repair, replace and rebuild (collectively, "Repair") the same, notwithstanding the sufficiency or availability of insurance proceeds and, if the insurance proceeds received by Tenant with respect to any such damage or destruction of the Demised Premises are not sufficient to Repair the Demised Premises (or damaged portion thereof), then Tenant will be required to most the deficiency with the Trustee and such amounts shall be disbursed for reconstruction purposes pursuant to Section 12.02 hereof. In connection therewith, the Assets Demised Premises shall remain be restored at least to the risk extent of Sellerthe value, and as nearly as possible to the character and size dimensions (e.g., square footage) of the property involved, as it was immediately before the loss, to the extent permissible by applicable zoning regulations. Notwithstanding the foregoing, in the event of any such damage or destruction which affects more than twenty five (25%) percent of the Demised Premises and which shall take place at any time during the five (5) year period immediately preceding the Expiration Date of this Lease, and, if Tenant shall then be in compliance with the insurance requirements of Section 11.01 hereof and shall not have taken or failed to take any action which results in its insurance carrier being entitled to and in fact disclaiming liability for the loss in question, then Tenant may elect not to commence or otherwise complete the Repair of the damaged or destroyed portion of the Demised Premises and, in such event, Tenant's sole obligation to Landlord will be to deliver the Demised Premises to Landlord, together with an assignment of Tenant's right to receive any insurance proceeds in respect of such damage or destruction to all or any portion of the Demised Premises and any insurance proceeds in Tenant's possession and received in respect of the damage or destruction in question, net of any and all sums theretofore expended by Tenant, if any, in connection with the Repair of such condition, in which event, this Lease shall be deemed terminated and of no further force and effect. Any Repairs performed by Tenant in connection with this Article 12 shall be done in a first class workmanlike manner, and in accordance with the provisions of Article 6 hereof. 12.02 Subject to the terms of the currently existing Fee Mortgage (as defined and specifically referred to in Section 21.01 hereof), for the purpose of paying towards the cost of such Repair, the Trustee shall, pursuant to the terms of Section 11.03 hereof, hold in trust all insurance proceeds which may be received by said Trustee and any amount deposited by Tenant with the Trustee pursuant to Section 12.01, and shall disburse such proceeds and amount in the case of Repairs or specific Tenant Changes, in the manner provided by Section 12.03 hereof. 12.03 The aforesaid insurance proceeds and any amount deposited by Tenant with the Trustee pursuant to Section 12.01, shall be paid by the Trustee to Tenant in payment for the proportionate amount of costs and expenses theretofore incurred ("Proportionate Amount") that the fund from time to time held by the Trustee bears to the estimated full cost of the Repair in question with respect to work and materials actually incorporated in the Demised Premises from time to time, in installments, as the making of the Repair work progresses, upon the requisition certificates of Tenant and a licensed architect retained by Tenant to supervise the Repair. Each such requisition certificate shall set forth (i) a description of all work performed since the last requisition certificate was submitted to the Trustee, (ii) an estimate of the cost of the remaining work to be performed to complete the Repair and (iii) a statement of the architect that such requisition is not being submitted for work that has been previously performed and paid for from the insurance proceeds or other amount held by the Trustee and that the work in question has been properly performed. If any mechanic's lien is filed against the Demised Premises, Tenant shall not be entitled to receive any further installment until such lien is satisfied, discharged of record or otherwise bonded against collection from against the Demised Premises. The insurance proceeds and any other amount in the hands of the Trustee shall not be reduced below the amount specified by Tenant's architect in the certificates furnished with each draw request as the amount required to complete the Repairs. If the amount of such insurance proceeds and any other amount shall be in excess of the cost of any Repairs undertaken by Tenant, such excess shall be paid to Tenant; provided, however, that if an Event of Default on the part of the Tenant with respect to its monetary obligations hereunder shall have occurred and then be continuing, such excess shall first be applied to cure such Event of Default and the remainder shall be paid to Tenant. To the extent that any insurance proceeds or other amount held in escrow by the Trustee shall be made available to Tenant to pay for its costs of making such repairs, restoration, rebuilding and replacements; said payments shall be made only under the condition that the Trustee be assured that at all times the Demised Premises shall be free of liens or claims of liens by reason of such work, or that any liens or claims of liens existing against the Demised Premises shall be bonded against collection from against the Demised Premises and provided further that the Proportionate Amount of the portion of the proceeds and other amounts paid out at any time shall not exceed the Proportionate Amount of the value of the actual work and materials incorporated in the repaired, restored, rebuilt or replaced Demised Premises and the conditions described in Article 6 are complied with. Tenant shall hold in trust all insurance proceeds and any other amounts disbursed to Tenant by the Trustee, which proceeds and any other amounts shall be used solely to pay for the costs of reconstruction to effect the Repair of the Demised Premises. Notwithstanding the foregoing, if an Event of Default on the part of Tenant has occurred and is then continuing under this Lease, the Trustee shall make no further payment of insurance proceeds or any other amounts to Tenant unless and until such Event of Default has been cured, it being understood that in the event this Lease is terminated as a result of such Event of Default prior to commencement or completion of the Repair in question, the amount of insurance proceeds and any other amounts then held by the Trustee which are required to complete the Repair in question shall be paid to Landlord; provided, however, that in no event whatsoever will any insurance proceeds attributable to any of Tenant's Property be paid to Landlord. 12.04 In the event of any material damage to or destruction of the Demised Premises, Tenant shall promptly notify Landlord and the Fee Mortgage and shall make prompt proof of loss to the relevant insurance company(ies). Tenant is hereby authorized, in the exercise of its sole and absolute discretion, to settle or otherwise compromise and directly collect the proceeds of any and all insurance claims on behalf of all interested parties, provided that all such proceeds are applied to the reconstruction of the Assets after the date hereof and prior to the Closing (in any Demised Premises; provided, however, that if such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destructiondestruction shall occur at any time during the five (5) paid year period immediately preceding the Expiration Date of this Lease and Tenant shall elect not to Purchaser at Closing effect the Repair of the Demised Premises, as provided in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance12.01 hereof, Purchaser then Landlord shall thereupon have the right to reduce settle and compromise such insurance claims and the Cash Consideration by an amount equal provisions of the immediately following paragraph shall not apply. At the request of Tenant, Landlord shall be required to (i) if such Assets are not destroyed join in any and all actions, proceedings or damaged beyond repair and are able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement cost, the estimated cost to repair or restore the Assets affected by such Damage or Destruction Loss to substantially the same condition that existed immediately prior settlements with respect to the occurrence collection of such Damage proceeds, in which event any such action, proceeding or Destruction Losssettlement may be taken or made by Tenant in the name of, but without expense to Landlord. Tenant shall serve notice upon Landlord of Tenant's intention to take such action, initiate such proceeding or make such settlement,and Landlord's failure to join in such action, proceeding or settlement within ten (10) days from the date of Landlord's deemed receipt of Tenant's notice in the manner provided by Section 29.01 hereof shall thereupon constitute immediate authorization and appointment by Landlord of Tenant to act as Landlord's true and lawful representative and attorney-in-fact coupled with an interest, with full power and authority in Landlord's name, place and stead to make, execute, sign, acknowledge, and swear, deliver, file and record at the appropriate governmental or other offices or with any appropriate parties, such documents as may be reasonably required by the subject matter of such notice. In connection therewith, Tenant shall indemnify and hold harmless Landlord from and against any and all loss, claim, damage or expense, including, without limitation, reasonable attorneys' fees and disbursements, that Landlord may incur in connection with any such action, proceeding or settlement and any instrument or document executed by Landlord, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement costby Tenant on behalf of Landlord, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.1212.04. 12.05 The provisions and requirements of Article 6 hereof shall apply with respect to any repairing, Seller restoring, rebuilding or replacing made pursuant hereto; and Purchaser same shall negotiate be made in good faith accordance with the Plans and Specifications (copies of which Tenant shall cause to be delivered to Landlord) to the extent same is practicable. Notwithstanding anything contained herein to the contrary, Tenant's obligation to effect the Repair (as defined in an effort Section 12.01) of the Demised Premises shall be reduced and abated to agree upon the amount extent, if any, that the Fee Mortgagee under the existing Fee Mortgage is permitted to and actually requires that any insurance proceeds be paid to and retained by such Fee Mortgagee instead of being applied in payment of the cost of such reductionRepair. If Landlord will use its reasonable efforts to induce the parties are Fee Mortgagee to make such proceeds available to Tenant for purposes of making Repairs in the manner provided herein. It is expressly agreed, however, that any refinancing of the existing Fee Mortgage and any other Fee Mortgage hereafter placed against the Demised Premises shall in all events expressly provide for the payment of all insurance proceeds to Tenant for than purpose of effecting Repairs of the Demised Premises in accordance with such reasonable procedures (which may include a requirement that such Fee Mortgagee hold and disburse the insurance proceeds in lieu of the Trustee) as such Fee Mortgagee shall agree to in order to effectively carry out the provisions of this Article 12, and such procedures shall supersede those provided for in this Article 12. 12.06 Landlord and Tenant shall each look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Landlord and Tenant each hereby releases and waives all right of recovery against the other or any one claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both releasor's insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also, only if such clause can be obtained without additional premiums. Each party hereto shall notify the other if it is unable to reach agreement within five (5) Business Days after notice obtain from its respective insurance carrier such a clause or if such clause is only available at additional cost. 12.07 Tenant hereby agrees that, notwithstanding any damage or destruction to the Demised Premises or any portion thereof as described herein, Tenant shall not be relieved of its obligation to pay to Landlord the Rent due hereunder for its use of the Damage Demised Premises-(and/or Destruction Loss its use of Additional Space, as described below) unless and until this Lease is given by Sellerterminated (unless such termination is due to the existence of an Event of Default on the part of Tenant hereunder); provided, then however, that the amount additional rent payable hereunder with respect to the Additional Space (to the extent and for so long as the existing term(s) of the reduction L.P. and/or the Larama Leases shall remain in effect) shall be determined reduced and/or abated to the extent provided by the Bankruptcy Courtprovisions of Article 9 of the L.P. Lease and/or Article 9 of the Larama Lease.

Damage or Destruction. Until (a) If the ClosingPremises are partially damaged or destroyed by an insured casualty, subject to the Assets provisions below, Landlord shall remain at restore the risk of Seller. In the event of any material Premises, and such damage to or destruction shall not terminate this Lease. Landlord shall restore the Building and all Tenant Improvements constructed with the funds of any of Landlord to the Assets after the date hereof and condition in which they existed immediately prior to the Closing (casualty. Landlord shall not be required to rebuild if the risk is not insured against by the All-Risk insurance provided for in Paragraph 6(b) or if the insurance carrier fails to pay any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafterloss covered by the policy. If any such Damage or Destruction Loss is covered by policies damage to the Premises exceeds eighty percent (80%) of insurance the replacement value of the Premises (including excavation and foundation), and the underlying Asset is not repaired or replaced prior to Closingestimated time of reconstruction exceeds eighteen (18) months, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser Landlord shall have the right to reduce terminate this Lease by written notice to Tenant. Landlord shall notify Tenant within sixty (60) days after the Cash Consideration casualty of the estimated time to complete repairs and restoration and Landlord's election to terminate or continue the Lease if applicable. Tenant may terminate the Lease by an amount equal written notice to Landlord within thirty (i30) days after Landlord's notice if such Assets are not destroyed or damaged beyond repair the estimated time of restoration of the Premises, including for these purposes the parking areas benefitting the Premises, exceeds eighteen months (18). (b) Upon any termination of this Lease under any of the provisions of this Paragraph, the parties shall be released thereby without further obligation to the other from the date possession of the Premises is surrendered to the Landlord except for items which have therefore accrued and are able then unpaid. (c) In the event of repair, reconstruction and restoration as herein provided, the Rent to be repaired to substantially paid under this Lease shall be abated proportionally in the ratio which Tenant's use of the Premises is impaired, commencing as of the date of such destructive event and continuing during the period of such repair, reconstruction or restoration. Significant contamination of the Premises by Hazardous Materials, other than Hazardous Materials released, emitted, discharged, stored or used by Tenant, which materially interferes with Tenant's use of the Premises shall be considered damage or destruction of the Premises, and Tenant shall have the same condition that existed prior rights of rent abatement and termination for such contamination as for other forms of damage or destruction. Tenant shall not be entitled to any compensation or damages for loss in the use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such Damage damage, repair, reconstruction or Destruction Loss at a cost less than their replacement costrestoration. (d) Notwithstanding anything to the contrary contained in this Xxxxxxxxx 00, the estimated cost Xxxxxxxx shall not have any obligation whatsoever to repair repair, reconstruct or restore the Assets affected by Premises when the damage occurs during the last twelve (12) months of the term of this Lease or any extension thereof unless Tenant has timely exercised or within thirty (30) days after such Damage damage exercises any options to further extend the term. (e) If during the last eighteen (18) months of the initial term of the Lease or Destruction Loss to substantially any extension, the same condition that existed immediately prior Complex is damaged or destroyed to the occurrence extent of fifty percent (50%) or more of the replacement value of all buildings and other improvements in the Complex, Landlord shall have the right to terminate this Lease by written notice to Tenant within sixty (60) days after the destructive event. Notwithstanding the foregoing, if at the time of such Damage destruction Tenant has any options to further extend the term, then Landlord shall not have the right to so terminate if Tenant within thirty (30) days after such destruction exercises any such option to extend. If Landlord elects to terminate the Lease due to damage or Destruction Lossdestruction of the Complex but Landlord would not otherwise have the right to terminate the Lease due to damage to the Premises, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement Landlord shall reimburse Tenant for Tenant's moving and similar relocation cost, and the replacement cost excess of (1) the unamortized portion of Tenant Improvement Cost paid by Tenant under the Work Letter such amortization being over a period not exceeding the initial term of the Assets. If Purchaser elects Lease over (2) insurance proceeds actually paid to reduce the Cash Consideration Tenant for such Tenant Improvements (including proceeds assigned to Tenant pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5Paragraph 6(b)) Business Days after notice as a result of the Damage event causing such damage, less any applicable deductible amount. (f) If utility services to the Premises are interrupted due to damage or Destruction Loss destruction to utility facilities on or off the Premises, which interruption materially interferes with the conduct of Tenant's business for longer than seven (7) business days, and such damage or destruction is given or can be covered by SellerLandlord's All-Risk policy covering the Premises if Tenant pays any additional endorsement costs thereto, then the amount such interruption shall be treated as partial destruction of the reduction Premises and Tenant shall be determined entitled to abatement of rent as provided in Paragraph 21(c) above. Furthermore, Tenant shall have the right to terminate this Lease if in the opinion of Landlord's engineer or architect or the applicable governing authority such interruption will not be corrected or restored within eighteen (18) months or if in fact interruption is not actually corrected or restored within eighteen (18) months. (g) The provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the Civil Code of the State of California are hereby waived by the Bankruptcy CourtLandlord and Tenant.