Common use of Damage or Destruction Clause in Contracts

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

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

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

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

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

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

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render (a) If the Premises unsuitable for the continued conduct or any portion of the Common Areas of the Center necessary for Tenant’s use and its invitees activities thereon, shall be occupancy of the Premises is damaged or destroyed in whole or in any substantial part during the period from the Rent Commencement Date through the remaining term of this Lease, Landlord shall obtain from Landlord’s architect, as soon as practicable (and in all events within forty-five (45) days following the damage or destruction, (i) the architect’s reasonable, good faith estimate of the time within which repair and restoration of the Premises and Common Areas (if applicable) can reasonably be expected to be completed to the extent necessary to enable Tenant to resume its full business operations in the Premises without material impairment and (ii) the architect’s reasonable, good faith opinion as to whether repair and restoration to that extent will be permitted under applicable governmental laws, regulations and building codes then in effect (collectively, the “Architect’s Estimate”). If the damage or destruction materially impairs Tenant’s ability to conduct its business operations in the Premises, and if either (A) the estimated repair time specified in the Architect’s Estimate exceeds six (6) months (or, in the case of an occurrence during the final year of the term of this Lease, sixty (60) days), or (B) the Architect’s Estimate states that repair and restoration of the affected areas to the extent necessary to enable Tenant to resume its full business operations in the Premises without material impairment will not be permitted under applicable governmental laws, regulations and building codes then in effect, then in either such event either Landlord or Tenant may terminate this Lease as of the date of the occurrence by fire giving written notice to the other party within thirty (30) days after the damage has occurred or fifteen (15) days after delivery of the Architect’s Estimate, whichever is later; provided, however, that if Landlord elects to terminate this Lease under clause (A) of this sentence on the basis of an Architect’s Estimate showing an estimated repair time of more than sixty (60) days but not more than six (6) months with respect to a casualty occurring during the final year of the initial term or first extended term (if applicable) of this Lease but occurring prior to a valid exercise by Tenant of its option to extend the then-current term of this Lease, and if Tenant, within ten (10) days after receipt of written notice of Landlord’s election to terminate, validly exercises in writing any then-exercisable option of Tenant to extend the term of this Lease under Section 2.6 above, then Landlord’s election to terminate shall be void and of no force or effect and the rights and obligations of the parties shall be determined under this Article 13 without regard to such purported termination by Landlord. In addition, Landlord shall have a similar termination right if the damage or destruction arises from a risk that is not required to be insured against (and is not actually insured against) by Landlord under this Lease and if Landlord’s architect reasonably estimates that the uninsured cost to restore the portions of the Premises for which Landlord is responsible to the condition required above would exceed five percent (5%) of the then applicable replacement cost of the entire Premises, unless Tenant agrees in writing, within ten (10) days after being notified of Landlord’s exercise of its termination right, to bear the restoration costs in excess of such five percent (5%) limit and, if reasonably requested by Landlord, agrees to provide security in an amount and on terms reasonably satisfactory to Landlord for Tenant’s performance of such payment obligation. If the circumstances creating a termination right under the preceding two sentences do not exist, or if such circumstances exist but neither party timely exercises any applicable termination right, then this Lease shall remain in full force and effect and (1) Landlord, as to the Common Areas of the Center, as to the Premises as they existed prior to any construction or installation of Tenant Improvements or other casualtyfixtures or personal property by Tenant, and as to all Tenant Improvements constructed by Landlord pursuant to this Lease and the Workletter, and (2) Tenant, as to all Tenant Improvements (if any) constructed by Tenant pursuant to this Lease and the Workletter and as to all other alterations, additions, improvements, fixtures and personal property constructed or installed by Tenant, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be required to return the affected portions of the Premises and Center to a condition comparable to that existing immediately prior to the occurrence; provided, however, that Tenant in its discretion may elect not to repair, restore or replace any or all of the items which would otherwise be Tenant’s responsibility under clause (2) of this sentence to the extent such items were constructed or installed at Tenant’s sole expense and without any use of funds from the Tenant Improvement Allowance. (b) If this Lease is terminated pursuant to the foregoing provisions of this Section 13.1 following an occurrence which is a peril actually insured or required to be insured against pursuant to Section 10.1(c), (d) and/or (e), Landlord and Tenant agree (and any Lender shall be entitled asked to retain all agree) that such insurance proceeds payable by reason shall be allocated between Landlord and Tenant in a manner which fairly and reasonably reflects their respective ownership rights under this Lease, as of and the termination or expiration of the term of this Lease, with respect to the improvements, fixtures, equipment and other items to which such insurance proceeds are attributable. (c) From and after the date of an occurrence resulting in damage to or destruction to of the Premises or of Common Areas necessary for Tenant’s use and Landlord shall rebuild or reconstruct occupancy of the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesPremises, and Landlord’s obligation is limited continuing until repair and restoration thereof are completed to the extent necessary to enable Tenant to resume operation of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore its business in the Premises without substantial impairment, there shall not begin until receipt be an equitable abatement of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair minimum rental and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employeesOperating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired. (d) Each party expressly waives the provisions of California Civil Code Sections 1932(2), contractors, agents 1933(4) and any other applicable existing or invitees, (v) Landlord shall have no obligation future law to restore the damage or destruction (or to complete any restoration) during extent the last year of same would permit the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term termination of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord Lease in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation damage to or damage for loss of use destruction of the whole or any part leased property, it being the intention of the Premises and/or for any inconvenience or annoyance occasioned parties that their respective rights in such circumstances shall be governed solely by any casualty and any resulting damage, destruction, repair, or restorationthe provisions of this Article 13.

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

Damage or Destruction. If6.1 Tenant shall immediately give notice to Landlord of every case of fire, explosion, destruction or damage by the elements or other casualty. 6.2 If at any time during the Term of this AgreementTerm, the entire Parking Facility or such portion thereof as shall render the Demised Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged in whole or destroyed in material part, or wholly or partially destroyed, by fire or other casualtycasualty (including any casualty for which insurance coverage was not obtained) of any kind or nature, then Landlord regardless of whether said damage or destruction resulted from an act of God, the fault of the Tenant, the Landlord, or from any cause whatsoever, then, in that event neither party shall be entitled required to retain all replace, repair or rebuild the damaged or destroyed improvements (except that Tenant shall be required to turn over to Landlord the insurance proceeds payable by reason of and in connection with respect to such damage or destruction); provided, however, that if the damage or destruction to results from the Premises sole or partial fault of Tenant and Landlord shall rebuild is not fully covered by insurance or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlordthe Landlord are insufficient therefore, (ii) Landlord’s duty the Tenant shall be required to replace, repair and restore or rebuild the Premises shall not begin until receipt of damaged or destroyed improvements to substantially their condition prior to the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than casualty event. 6.3 Upon thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring days written notice of the Parking Facilitycasualty event, the rental payable by Landlord shall have the option, to (i) replace, repair and rebuild any and all damaged or destroyed improvements, or (ii) to terminate this Lease as of a specified date, in which latter event all rent shall be apportioned as of the date of such damage or destruction, and this Lease shall terminate as of the specified date, but all insurance proceeds shall be paid to Landlord as aforesaid, and Tenant shall xxxxxremain obligated under Section 6.2 in the event the insurance proceeds are insufficient to fully replace, repair or rebuild. The In the event Landlord proceeds to replace, repair and rebuild, this Lease shall not terminate, Landlord shall cause the Demised Premises and the Common Areas to be repaired or restored to the extent insurance proceeds are available to the Landlord as speedily as its good faith efforts will allow, and there shall be a proportional abatement of the basic and additional rent reserved under this Lease during such period as the Demised Premises remain untenantable based on the extent to which the Demised Premises are untenantable. Tenant shall also have the option to terminate this Lease effective as of the date of the damage or destruction, in the event: (a) a portion of the Demised Premises which is material to Tenant's operations have been damaged or destroyed and are untenantable, and Landlord shall not provide to Tenant within 120 days after the date of damage or destruction substitute space of reasonably equivalent size and functionality (either on a temporary or permanent basis), and (b) (x) the damaged or destroyed portion of the Demised Premises cannot reasonably be repaired within 120 days of such date as set forth in an opinion to that effect of an architect or engineer retained by Tenant (at its expense) and reasonably acceptable to Landlord, (y) Landlord shall not give written notice of Landlord's election under clause (i) above within the specified thirty (30) day period, or (z) Landlord, after having elected to repair, shall not restore the Demised Premises substantially to its condition prior to the event causing the damage or destruction. Tenant's options to terminate shall be exercised by written notice to Landlord within 45 days of the exclusive remedy casualty event, with respect to clauses (x) and (y) and within 135 days after the date of such damage or destruction with respect to clause (z). 6.4 Tenant agrees that the foregoing provisions are in lieu of any other rights or remedies that Tenant may have against Landlord pursuant to the laws of the State of Washington in the event of a casualty involving the Premises. Tenant hereby waives any damage or destruction to all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Demised Premises and/or for or any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationother portion of the Property.

Damage or Destruction. If, Section 11.01 If at any time during the Term of this AgreementLease Term, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct any of the Tenant’s and its invitees activities thereon, Demised Properties or any part thereof shall be damaged or destroyed by fire or other casualty of any kind or nature, Tenant shall promptly apply for all permits required by applicable Law, but in any event not later than sixty (60) days after the first date of such damage or destruction, and, upon issuance of such permits, thereafter diligently proceed to repair, replace or rebuild such Demised Property as nearly as possible to its condition and character immediately prior to such damage, with such variations and Alterations requested by Landlord as may be permitted under (and subject to the provisions of) Article 6 (the “Restoration Work”). Section 11.02 All property and casualty insurance proceeds payable to Landlord or Tenant (except (a) insurance proceeds payable to Tenant on account of the Tenant Equipment or Tenant’s inventory; and (b) insurance proceeds payable from property or comprehensive general public liability insurance, or any other insurance) at any time as a result of casualty to the Demised Properties shall be paid jointly to Landlord and Tenant for purposes of payment for the cost of the Restoration Work, except as may be otherwise expressly set forth herein. Landlord and Tenant shall cooperate in order to obtain the largest possible insurance award lawfully obtainable and shall execute any and all consents and other instruments and take all other actions necessary or desirable in order to effectuate same and to cause such proceeds to be paid as hereinbefore provided. The proceeds of any such insurance in the case of loss shall, to the extent necessary, be used first for the Restoration Work (including if completed by Landlord or a third party after any substitution of the applicable Demised Property pursuant to Article 31) with the balance, if any, paid to Tenant (provided, however, that if an Event of Default is continuing, the balance, if any, shall be paid to Landlord). If insurance proceeds as a result of a casualty to the relevant Demised Property are insufficient to complete the Restoration Work necessary by reason of such casualty, then Landlord Tenant shall be entitled responsible for the payment of such amounts necessary to retain all insurance proceeds payable complete such Restoration Work. Section 11.03 Subject to the terms hereof, this Lease shall not be affected in any manner by reason of and with respect to the damage total or partial destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole Demised Property or any part thereof, and Tenant, notwithstanding any applicable Law, present or future, waives all rights to quit or surrender any Demised Property or any portion thereof because of the Premises and/or for total or partial destruction of any inconvenience or annoyance occasioned by Demised Property (prior to the expiration of this Lease). Without limiting the foregoing, no Rent shall xxxxx as a result of any casualty and any resulting damage, destruction, repair, or restorationcasualty.

Damage or Destruction. IfSection 9.1. The Lessee covenants and agrees that in case of damage to or destruction of the Premises by fire or other casualty, the Lessee will promptly give written notice thereof to Lessor, and the Lessor, at the Lessor's expense, will repair, and rebuild the same as nearly as possible to the condition the Premises were in immediately prior to such damage or destruction. Section 9.2. At the time of any damage to or destruction of the Premises as a result of which the Lessee shall become entitled to payment under any policy or policies of rent or use and occupancy insurance, the Lessee, provided Lessor has not terminated this Lease pursuant to Section 9.3, shall assign to the Lessor all of the Lessee's right, title and interest in and to the proceeds of such policy or policies, and the Lessee shall be entitled to an abatement of the basic rent and of any charges payable by the Lessee under Article III or IV to the extent of the amount received by the Lessor as the proceeds of such policy or policies. The Lessor shall apply the proceeds of such insurance, to the extent available and in such order of priority as the Lessor in its sole discretion may determine, to the payment of the basic rent for the period required for reconstruction, impositions becoming due during such period, and insurance premiums. Upon the Term completion of all repair, restoration, and rebuilding in the manner required by Section 9.1, and provided the Lessee is not in default under any provision of this AgreementLease, the entire Parking Facility Lessor will pay over the Lessee any proceeds of such insurance received by the Lessor and not applied under the provisions of this Section. The Lessee hereby waives the provisions of any law now or such portion thereof as shall render hereafter in effect which would relieve the Lessee from an obligation to pay rent or additional rent under this Lease, except to the extent provided by this Section. Section 9.3. Anything in Section 9.1 to the contrary notwithstanding, if the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, or Building shall be substantially damaged or destroyed by fire or other casualtyotherwise, then Landlord the Lessor shall be entitled to retain all insurance proceeds payable by reason have the option of and with respect to terminating this Lease as of the date of such damage or destruction by written notice to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than Lessee given within thirty (30) consecutive days, including, without limitation, any days after such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation damage or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationin which event Lessor shall make a proportionate refund to Lessee of such rent as may have been paid in advance.

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

Damage or Destruction. If(a) If the Building, during or the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct Common Areas of the Property necessary for Tenant’s use and its invitees activities thereonoccupancy of the Building, shall be are damaged or destroyed by fire in whole or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: part under circumstances in which (i) the casualty must be insured repair and restoration is permitted under Landlord's insurance policiesapplicable governmental laws, regulations and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, building codes then in effect and (ii) Landlord’s duty to repair and restore restoration reasonably can be completed within a period of one (1) year following the Premises shall not begin until receipt date of the insurance proceedsoccurrence, (iii) then Landlord’s lender(s) must permit , as to the insurance proceeds Common Areas of the Property and the Building Shell, and Tenant, as to be used for the Interior Improvements, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restorationrestoration as may be required to return the affected portions of the Property to the condition existing immediately prior to the occurrence. In connection with any such reconstruction of the Interior Improvements, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, use its best efforts (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which necessary negotiation or intercession with Landlord’s Lender, if any) to promptly make any proceeds of Landlord’s property insurance with respect to the Interior Improvements (up to a maximum amount equal to the amounts originally contributed by Landlord is repairing and restoring toward the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement construction of the rent shall be Interior Improvements) available to Tenant for such reconstruction, subject only to such payment controls as Landlord and its Lender and insurer, or any of them, may reasonably require in order to ensure the exclusive remedy proper application of Tenant against Landlord in such proceeds toward the reconstruction of the Interior Improvements pursuant to this Section 17.1. In the event of a casualty involving damage or destruction the Premises. Tenant hereby waives all claims against Landlord for any compensation repair of which is not permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or damage for loss of use destruction (despite being corrected to the extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant’s ability to conduct its business in the Building, then either party may terminate this Lease as of the whole or any part date of the Premises and/or occurrence by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair Tenant’s ability to conduct its business in the Building, then this Lease shall continue in full force and effect; except that there shall be an equitable adjustment in monthly minimum rental and of Tenant’s Operating Cost Share of Operating Expenses, based upon the extent to which Tenant’s ability to conduct its business in the Building is impaired, and Landlord and Tenant respectively shall restore the Building Shell and the Interior Improvements to a complete architectural whole and to a functional condition. In the event of damage or destruction which cannot reasonably be repaired within one (1) year following the date of the occurrence, then either Landlord or Tenant, at its election, may terminate this Lease as of the date of the occurrence by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, then this Lease shall continue in full force and effect and Landlord and Tenant shall each repair and restore applicable portions of the Property in accordance with the first sentence of this Section 17.1. (b) The respective obligations of Landlord and Tenant pursuant to Section 17.1(a) are subject to the following limitations: (i) If the occurrence results from a peril which is required to be insured pursuant to Section 14.1(c) and (d) above, the obligations of either party shall not exceed the amount of insurance proceeds received from insurers by reason of such occurrence, plus the amount of the party’s permitted deductible (provided that each party shall be obligated to use its best efforts to recover any available proceeds from the insurance which it is required to maintain pursuant to the provisions of Section 14.1(c) or (d), as applicable), and, if such proceeds are insufficient, either party may terminate the Lease unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall; and (ii) If the occurrence results from a peril which is not required to be insured pursuant to Section 14.1(c) and (d) above, Landlord shall be required to repair and restore the Building Shell and Common Areas to the extent necessary for any inconvenience Tenant’s continued use and occupancy of the Building, and Tenant shall be required to repair and restore the Interior Improvements to the extent necessary for Tenant’s continued use and occupancy of the Building, provided that each party’s obligation to repair and restore shall not exceed an amount equal to five percent (5%) of the replacement cost of the Building Shell and Common Area improvements, as to Landlord, or annoyance occasioned by any casualty five percent (5%) of the replacement cost of the Interior Improvements, as to Tenant, if the replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall. (c) If this Lease is terminated pursuant to the foregoing provisions of this Section 17.1 following an occurrence which is a peril required to be insured against pursuant to Section 14.1(c) and (d), Landlord and Tenant agree (and any Lender shall be asked to agree) that there shall be paid from such insurance proceeds (i) to Landlord, the proceeds of Landlord’s property insurance on the Building Shell, (ii) to Landlord, a portion of the aggregate proceeds of Landlord’s and Tenant’s property insurance on the Interior Improvements equal to a fraction, the numerator of which is the insurable value, immediately prior to the occurrence, of the Interior Improvements that would have belonged to Landlord upon termination of this Lease in accordance with the provisions of Section 11.2 and the denominator of which is the total insurable value, immediately prior to the occurrence, of all of the Interior Improvements. and (iii) to Tenant, a portion of the aggregate proceeds of Landlord’s and Tenant’s property insurance on the Interior Improvements equal to a fraction, the numerator of which is the insurable value, immediately prior to the occurrence, of the Interior Improvements that would have belonged to Tenant upon termination of this Lease in accordance with the provisions of Section 11.2 and the denominator of which is the total insurable value, immediately prior to the occurrence, of all of the Interior Improvements. (d) From and after the date of an occurrence resulting damagein damage to or destruction of the Building or of the Common Areas necessary for Tenant’s use and occupancy of the Building, destructionand continuing until repair and restoration thereof are completed, repair, or restorationthere shall be an equitable abatement of minimum rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Building is impaired.

Damage or Destruction. If(a) If any or all Buildings, during or the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct Common Areas of the Property necessary for Tenant’s use and its invitees activities thereonoccupancy of any or all Buildings, shall be are damaged or destroyed by fire in whole or other casualtyin part under circumstances in which (i) repair and restoration is permitted under applicable governmental laws, regulations and building codes then in effect and (ii) repair and restoration reasonably can be completed within a period of one (1) year (or, in the case of an occurrence during the last two (2) years of the term of this Lease, within a period of sixty (60) days) following the date of the occurrence, then Landlord Landlord, as to the Common Areas of the Property and the Building Shell of the applicable Building(s), and Tenant, as to the Tenant Improvements constructed by Tenant, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be entitled required to retain all insurance proceeds payable by reason return the affected portions of the Property to a condition comparable to that existing immediately prior to the occurrence. In the event of damage or destruction the repair of which is not permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or destruction (despite being corrected to the extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant’s ability to conduct its business in the applicable Building(s), then either party may terminate this Lease with respect to the applicable Building(s) as of the date of the occurrence by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair Tenant’s ability to conduct its business in the applicable Building(s), then this Lease shall continue in full force and effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant’s Operating Cost Share of Operating Expenses, based upon the extent to which Tenant’s ability to conduct its business in the applicable Building(s) is impaired, and Landlord and Tenant respectively shall restore the Common Areas and Building Shell and the Tenant Improvements in the applicable Building(s) to a complete architectural whole and to a functional condition. In the event of damage or destruction which cannot reasonably be repaired within one (1) year (or, in the case of an occurrence during the last two (2) years of the term of this Lease, within a period of sixty (60) days) following the date of the occurrence, then either Landlord or Tenant, at its election, may terminate this Lease with respect to the Premises applicable Building(s) as of the date of the occurrence by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, then this Lease shall continue in full force and effect and Landlord and Tenant shall rebuild or reconstruct each repair and restore applicable portions of the Parking Facility Property in a commercially reasonable accordance with the first sentence of this Section 17.1(a). (b) The respective obligations of Landlord and efficient manner Tenant pursuant to Section 17.1(a) are subject to the following terms and conditions: limitations: (i) If the casualty must occurrence results from a peril which is required to be insured under Landlord's insurance policiespursuant to Section 14.1(c) and (d) above, and Landlord’s obligation is limited to the extent obligations of each party shall not exceed the amount of insurance proceeds received from insurers (or, in the case of any failure to maintain required insurance, proceeds that reasonably would have been available if the required insurance had been maintained) by Landlordreason of such occurrence, plus the amount of the party’s permitted deductible (provided that each party shall be obligated to use its best efforts to recover any available proceeds from the insurance which it is required to maintain pursuant to the provisions of Section 14.1(c) or (d), as applicable), and, if such proceeds (including, in the case of a failure to maintain required insurance, any proceeds that reasonably would have been available) are insufficient, either party may terminate this Lease with respect to the applicable Building(s) unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall; and (ii) Landlord’s duty If the occurrence results from a peril which is not required to be insured pursuant to Section 14.1(c) and (d) above and is not actually insured, Landlord shall be required to repair and restore the Premises shall not begin until receipt Common Areas and the Building Shell of the insurance proceedsapplicable Building(s) to the extent necessary for Tenant’s continued use and occupancy of the applicable Building(s), (iii) Landlord’s lender(s) must permit the insurance proceeds to and Tenant shall be used for such repair and restoration, (iv) Landlord shall have no obligation required to repair and restore the Tenant Improvements to the extent necessary for Tenant’s continued use and occupancy of the applicable Building(s), provided that each party’s out of pocket cost (after application of any personal property on insurance proceeds) to repair and restore shall not exceed an amount equal to fifteen percent (15%) of the Premises belonging replacement cost of the Building Shell of the applicable Building(s) and the Common Area improvements, as to Landlord, or fifteen percent (15%) of the replacement cost of the Tenant Improvements in the applicable Building(s), as to Tenant; if the out of pocket replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease with respect to the applicable Building(s) unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall. (c) If this Lease is terminated with respect to the applicable Building(s) pursuant to the foregoing provisions of this Section 17.1 following an occurrence which is a peril actually insured or required to be insured against pursuant to Section 14.1(c) and (d), Landlord and Tenant agree (and any Lender shall be asked to agree) that such insurance proceeds shall be allocated between Landlord and Tenant in a manner which fairly and reasonably reflects their respective ownership rights under this Lease, as of the termination or expiration of the term of this Lease, with respect to the improvements, fixtures, equipment and other items to which such insurance proceeds are attributable. (d) From and after the date of an occurrence resulting in damage to or destruction of a Building or of the Common Areas necessary for Tenant’s use and occupancy of the Buildings, and continuing until repair and restoration thereof are completed, there shall be an equitable abatement of Minimum Rental and additional rent and of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation Operating Cost Share of Operating Expenses based upon the degree to restore the damage or destruction (or which Tenant’s ability to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord conduct its business in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationapplicable Building(s) is impaired.

Damage or Destruction. If, If at any time during the Term of this Agreement, Lease the entire Parking Facility Property or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance coverage was required by this Lease but not obtained) of any kind or nature, then Landlord shall be entitled to retain all provided there are adequate insurance proceeds payable available to Lessee for such purposes under the policies of insurance required by reason this Lease, or there would have been adequate insurance proceeds available to Lessee if Lessee carried the policies of and with respect insurance required by this Lease, Lessee shall rebuild the same to substantially the condition which existed prior to such damage or destruction and this Lease shall continue in full force and effect. If there are not adequate insurance proceeds available to Lessee under the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's policies of insurance policiesrequired by this Lease, and Landlord’s obligation is limited to the extent of the there would not have been adequate insurance proceeds received available to Lessee if Lessee carried the policies of insurance required by Landlordthis Lease, then Lessee may elect within ninety (ii90) Landlord’s duty days of such casualty by written notice to repair and restore Lessor, to either (a) rebuild the Premises shall not begin until receipt of same to substantially the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds condition which existed prior to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete with such modifications as are reasonably approved by Lessor) in which event this Lease shall continue in full force and effect and Lessee shall pay any restorationcost of rebuilding the Improvements not covered by such policies of insurance, or (b) during the last year of the Term or of any Option Period if Tenant has delivered notice that it provided Lessee is not renewing then in default hereunder beyond any curative period provided herein, remove all improvements from the Term of Land, at Lessee’s cost and expense, in which event this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord Lease shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed terminate effective as of the Commencement Datedate of the removal of such improvements and delivery of the Property to Lessor in accordance with the terms of this Lease. During All insurance money paid on account of such damage or destruction of the period Property under the policies of insurance provided for in Section 5.01(a) above (herein sometimes referred to as the "Casualty Insurance Proceeds") shall, unless an Event of Default by Lessee then exists hereunder, be available for the payment of the costs of rebuilding or removing the improvements, including temporary repairs for the protection of other property, to the extent such Casualty Insurance Proceeds shall be sufficient for such purpose and, unless an Event of Default by Lessee then exists hereunder, Lessor shall have no claim thereto; provided, however, should Lessee elect to remove all improvements from the Land and terminate this Lease as permitted above, all such insurance proceeds attributable to the improvements that are in excess of the cost of removing the improvements shall be paid to Lessor. Notwithstanding the foregoing, there shall be a reasonable and equitable abatement of Rent for any period(s) in which Lessee is not reasonably able to operate its business from the Parking is unavailable Property due to a Tenant casualty and/or restoration efforts for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement portion of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationProperty that is rendered untenantable.

Damage or Destruction. If(a) If the Premises or any portion thereof are destroyed by storm, during fire, lightning, earthquake or other casualty (collectively, "Casualty"), Tenant shall immediately notify Landlord. In the Term event more than twenty percent (20%) of the useable area of the Premises is rendered untenantable as a result of the Casualty, or in the event that it will not be possible for Tenant to fully repair and restore the Premises prior to the expiration of the term of this AgreementLease, Tenant shall have the entire Parking Facility right within thirty (30) days following the Casualty, to terminate this Lease, in which case all insurance proceeds paid or payable as a result of the Casualty less and except the amount actually expended by Tenant in clearing the damage and destruction shall be paid or assigned to Landlord, and all rent and other sums payable by Tenant hereunder shall be accounted for as between Landlord and Tenant as of the effective date of termination. Tenant shall execute and deliver such portion thereof further instruments of assignment or direction, in the form required by Tenant's insurance company to enable Landlord to collect all insurance proceeds which are to be paid or assigned to Landlord. In the event Tenant is not permitted to terminate this Lease as a result of the Casualty, or elects not to terminate this Lease within such 30-day period, then Tenant shall render be entitled to receive all insurance proceeds paid or payable as a result of the Casualty (to the extent necessary for restoration), and Tenant shall promptly restore the Premises unsuitable for to the continued conduct condition it was in immediately prior to the Casualty or to such other condition as may be approved by Landlord, regardless of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then amount of such insurance proceeds payable as a result of the Casualty. Landlord shall be entitled to retain all receive any insurance proceeds paid or payable by reason in excess of and with respect the amount necessary to restore the Premises to the damage or destruction condition existing immediately prior to the Effective Date or otherwise approved by Landlord. Provided Tenant has maintained rent loss insurance as required hereunder, and provided the insurance company providing same does not assert any defense to Landlord's claim for such rent insurance proceeds, Tenant's obligation to pay Base Rent shall xxxxx until the Premises and Landlord shall rebuild has been repaired, restored, rebuilt, reconstructed or reconstruct the Parking Facility replaced, as required herein, in a commercially reasonable and efficient manner subject proportion to the following terms and conditions: part of the Premises which is unusable by Tenant; provided, however, that Tenant shall be responsible for any deductible related to such rent insurance. (ib) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited Notwithstanding anything to the extent contrary provided in subparagraph 20(a) above, in the event more than thirty percent (30%) of the insurance proceeds received by Landlorduseable area of the Premises is rendered untenantable as a result of a Casualty, (ii) Landlord’s duty or in the event that it will not be possible for Tenant to fully repair and restore the Premises shall not begin until receipt prior to the expiration of the insurance proceedsterm of this Lease, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than right within thirty (30) consecutive daysdays following the Casualty, includingto terminate this Lease by providing written notice of such election to Tenant, without limitationin which case all insurance proceeds paid or payable as a result of the Casualty less and except the amount actually expended by Tenant in clearing the damage and description shall be paid or assigned to Landlord, any such period during which Landlord is repairing and restoring the Parking Facility, the rental all rent and other sums payable by Tenant hereunder shall xxxxx. The abatement be accounted for as between Landlord and Tenant as of the rent effective date of termination. Tenant shall execute and deliver such further instruments of assignment or direction, in the form required by Tenant's insurance company to enable Landlord to collect all insurance proceeds which are to be paid or assigned to Landlord. Notwithstanding the exclusive remedy of Tenant against Landlord foregoing, in the event that, within ten (10) days after receipt of Landlord's notice, Tenant notifies Landlord that it will restore the Premises at its sole cost and expense to a casualty involving condition which enables Tenant to continue to satisfactorily operate within the Premises. Tenant hereby waives , then Landlord's election to terminate this Lease shall be void and of no further force and effect, provided that all claims against Landlord for any compensation insurance proceeds paid or damage for loss of use payable as a result of the whole Casualty less and except the amount actually expended by Tenant in clearing the damage and destruction shall be paid or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationassigned to Landlord.

Damage or Destruction. If, during 22.1 In the Term event of this Agreement, the entire Parking Facility or such portion thereof as shall render any casualty damage which affects the Premises unsuitable for or the continued conduct Building outside the boundaries of the TenantPremises, Landlord will, within sixty (60) days following the date of the damage, deliver to Tenant an estimate of the time necessary to repair the damage in question such that the Premises may be used by and accessible to Tenant and the Building and Common Areas operable as a first-class office building; such notice will be based upon the review and opinions of Landlord’s architect and its invitees activities thereoncontractor (“Landlord’s Repair Notice”). If the damage is covered under insurance pursuant to the provisions of the foregoing Paragraph 21 (or any other insurance Landlord may then be carrying), shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the restore such damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditionsprovided that: (i) the casualty must insurance proceeds, plus the amount of any deductible (the payment of which shall be insured under Landlord's insurance policiesTenant’s responsibility), and Landlord’s obligation is limited are sufficient to the extent pay all of the insurance proceeds received by Landlord, cost of restoration without the necessity of Landlord paying any additional cost of such repairs; and (ii) in the reasonable judgment of Landlord, the restoration can be completed within two hundred seventy (270) days after the date of the damage or casualty under the laws and regulations of the state, federal, county and municipal authorities having jurisdiction. If such conditions apply so as to require Landlord to restore such damage pursuant to this Paragraph, this Lease shall continue in full force and effect, subject to Tenant’s duty rights as described below, unless otherwise agreed to repair in writing by Landlord and restore Tenant. Tenant shall be entitled to a proportionate reduction of Monthly Basic Rent at all times during which Tenant’s use of the Premises is interrupted, such proportionate reduction to be based on the extent to which the damage and restoration efforts actually interfere with Tenant’s access to or use of business in the Premises (which Landlord expressly acknowledges may be a circumstance in which the Premises are not damaged but the Building Systems are substantially damaged so as to render the Premises unusable or inaccessible to Tenant). Tenant’s right to a reduction of rent hereunder shall be Tenant’s sole and exclusive remedy in connection with any such damage. 22.2 In the event that the Building is damaged by a casualty, and Landlord is not begin until receipt required to restore such damage in accordance with the provisions of the insurance proceedsimmediately preceding Paragraph, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation the option to either (i) repair or restore such damage, with the Lease continuing in full force and restore any personal property on the Premises belonging effect (subject to Tenant’s rights as described below), but Monthly Basic Rent to be proportionately abated as provided above; or (ii) give notice to Tenant or at any time within forty-five (45) days after the occurrence of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the such damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminating this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed Lease as of the Commencement Date. During the period a date to be specified in such notice which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more date shall not be less than thirty (30) consecutive daysnor more than sixty (60) days after the date on which such notice of termination is given. In the event of the giving of such notice of termination, includingthis Lease shall expire and all interest of Tenant in the Premises shall terminate on the date so specified in such notice and the Monthly Basic Rent, without limitationreduced by any proportionate reduction in Monthly Basic Rent as provided for above, any shall be paid to the date of such period during termination. Notwithstanding the foregoing, if Landlord elects to terminate this Lease pursuant to this Paragraph, if within thirty (30) days after receipt of Landlord’s notice Tenant elects to provide the funds necessary to make up the shortage (or absence) of insurance proceeds and provides Landlord with reasonable assurance thereof, Landlord shall restore the Building as provided in this Paragraph provided that the Building is reasonably subject to restoration within one hundred eighty (180) days following the date on which Landlord is repairing the casualty occurs. 22.3 If the Premises are damaged by fire or other casualty and restoring are rendered not reasonably usable for Tenant’s business purposes thereby, or if the Parking FacilityBuilding shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if, pursuant to Landlord’s Repair Notice, the rental payable by restoration shall not be substantially completed on or before the date which is nine (9) months following the date of such damage or destruction, Tenant shall xxxxxhave the right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty (30) days following receipt of Landlord’s Repair Notice. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the damage, and Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in Landlord’s Repair Notice, which period shall be extended to the extent of any delays caused by Tenant, then Tenant may terminate this Lease by written notice to Landlord within thirty (30) days after the expiration of such period, as the same may be so extended. 22.4 Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease if the Building is damaged by fire or other casualty (and the reasonably estimated cost of restoration of the Building exceeds twenty percent (20%) of the then replacement value of the Building) and such damage or casualty occurs during the last twelve (12) months of the Term of this Lease (or the Term of the Extended Term, if applicable) by giving the other written notice thereof at any time within thirty (30) days following the occurrence of such damage or casualty. Such notice shall specify the date of such termination, which date shall not be less than thirty (30) nor more than sixty (60) days following the date on which such notice of termination is given. In the event of the giving of such notice of termination, this Lease shall expire and all interest of Tenant in the Premises shall terminate on the date so specified in such notice and the Rent shall be paid to the date of such termination. Notwithstanding the foregoing to the contrary, Landlord shall not have the right to terminate this Lease if damage or casualty occurs during the last twelve (12) months of the Term if Tenant timely exercises the Extension Option within twenty (20) days after the date of such damage or casualty. 22.5 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 Landlord, except for (i) items which have already accrued and are then unpaid by either Tenant or Landlord under the Lease, (ii) any prepaid (and unearned) Monthly Basic Rent or unused security deposit amounts, and (iii) any amount owed by either Tenant or Landlord to the other under the Work Letter. 22.6 In connection with Landlord’s performance of its obligation to rebuild, Tenant will not unreasonably withhold, delay or defer its consent to modifications to the Tenant Improvements or the Building proposed by Landlord, provided that such modifications do not increase the obligations of Tenant hereunder or adversely affect Tenant’s use of the Premises. The abatement repair and restoration of the rent Tenant’s personal property and trade fixtures, shall be the exclusive remedy obligation of Tenant against Landlord in the event of a casualty involving the Premises. Tenant. 22.7 Tenant hereby waives all claims against Landlord California Civil Code Sections 1932(2) and 1933(4), providing for any compensation or damage for loss termination of use hiring upon destruction of the whole or any part thing hired and Sections 1941 and 1942, providing for repairs to and of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationpremises.

Damage or Destruction. If, during In the Term of this Agreement, event the entire Parking Facility Project or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is damaged or destroyed by fire fire, explosion or other casualty, then Landlord except as otherwise provided below in this Article 7, Tenant shall be entitled repair, restore or rebuild with due diligence the damaged portion of the Project. Said damage and destruction shall not affect in any way the obligation of Tenant to retain all insurance proceeds payable by reason pay Rent or release Tenant of and with respect to or from any obligation imposed on Tenant under this Lease. Tenant shall commence the repair, restoration or rebuilding of the Project as soon as is reasonably practicable after such damage or destruction occurs and shall complete such repair, restoration or rebuilding as promptly as is reasonably possible in order to comply with its obligations under the ESA, and shall in the course thereof comply with the terms of the Development Agreement and with Section 5.2 hereof, provided that Tenant may make such revisions and changes to the Premises and Landlord shall rebuild or reconstruct Tenant's Work as Tenant deems appropriate under the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under circumstances, after obtaining Landlord's prior approval, which shall not be unreasonably withheld or delayed, to such revisions and changes; provided, however, that any such changes are made in accordance with the terms of the Development Agreement during the term thereof. In the event that the net proceeds of insurance policiespayable in respect of such casualty is not sufficient to fully restore the damaged portion of the Project (and provided that such shortfall is not attributable to any failure by Tenant to maintain the property / casualty insurance coverage required by this Lease), such that Tenant shall have to provide additional funds in order to comply with its obligations under this Article 7, then the "Investment in Northwind Facilities" under the ESA shall be increased by the amount of such additional funds in excess of net proceeds of insurance and Landlord’s 's obligation is limited to pay the extent Contract Capacity Charge under the ESA during the balance of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period term thereof then in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent effect shall be the exclusive remedy of Tenant against Landlord modified in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationaccordance therewith.

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

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility (a) If any Building is partially or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be totally damaged or destroyed by fire or other casualty (and this Lease is not terminated as provided in this Article 17), the Premises shall be restored by the Board to the extent required by the terms of the Condominium Documents, and neither party shall have the right to terminate this Lease (and there shall be no abatement of Base Rent or Additional Rent); provided, however, if the Board determines not to restore the Premises so as to permit Tenant to continue to operate therein in substantially the same manner it had prior to such casualty (to the extent permitted by the Condominium Documents), then this Lease shall be deemed to automatically terminate upon the date of such determination by the Board, and Base Rent and any Additional Rent payable under Article 1 shall be abated as of such date. Landlord agrees that up until the final two (2) years of the Term, it will honor any request made by Tenant to Landlord to vote all of its condominium interests in the Buildings in favor of restoration in the event of any casualty affecting the Premises or Tenant’s use thereof or access thereto. (b) In the event that during the last two (2) years of the Term over twenty-five percent (25%) of any particular portion or portions of the Premises used by Tenant for Production Critical Operations are damaged or destroyed by any casualty so as to materially interfere with the Production Critical Operations then being performed at such portion of the Premises and same cannot be restored within six (6) months of the occurrence of such casualty, then Tenant shall have the option, upon notice to Landlord within twenty (20) days of such casualty, to terminate this Lease with respect to such portion or portions of the Premises damaged by such casualty. From and after the effective date of any termination pursuant to this Section 17.2, (i) the Base Rent as set forth in Article 1 shall be entitled reduced by an amount equal to retain all insurance proceeds the product of Base Rent then being paid by Tenant hereunder per square foot and the number of square feet of the applicable portion of the Premises that constitutes the terminated space, (ii) no Additional Rent shall be thereafter payable by reason with respect to such terminated space, and (iii) the Premises shall no longer include such terminated space. (c) The parties acknowledge that any restoration under this Article 17 is the sole obligation of the Board in accordance with the Condominium Documents, and neither party shall be responsible for any restoration to the Buildings or the Premises, unless, and to the extent, such party is obligated to restore the Premises under the Condominium Documents it being agreed that (i) Tenant shall be liable for any restoration obligations imposed upon Landlord as a result of any act or omission with respect to the damage Premises by Tenant or destruction any other party Tenant invited to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty Landlord shall be liable for any restoration obligations imposed upon Tenant as a result of any act or omission with respect to repair and restore the Premises by Landlord or any other party Landlord invited to the Premises. 17.2 This Lease shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord terminate in the event of a fire or other casualty involving the Premises. Tenant hereby waives all claims against except as set forth in Section 17.1 of this Lease, and no damages, compensation or claim shall be payable by Landlord for any compensation or damage for inconvenience, loss of use business or annoyance arising from any repair or restoration of the whole or any part portion of the Premises and/or or of any Building pursuant to this Article 17. 17.3 Landlord will not carry insurance of any kind on Tenant’s Property and shall not be obligated to repair any damage to or replace Tenant’s Property unless such damage was caused by the gross negligence or willful misconduct of Landlord or its employees, invitees, agents or contractors. Tenant will not carry insurance of any kind on the Buildings, Premises or Landlord’s other real or personal property and shall not be obligated to repair any damage to or replace such Landlord property unless such damage was caused by the gross negligence or willful misconduct of Tenant or any Permitted Tenant Party or their respective employees, invitees, agents or contractors. 17.4 The provisions of this Article 17 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 any inconvenience or annoyance occasioned by any casualty such a contingency in the absence of an express agreement, and any resulting damagesuccessor or other law of like import, destructionnow or hereafter in force, repair, or restorationshall have no application in such case and are hereby waived by the parties hereto.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction. In the event that, in Landlord’s reasonable judgment, such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance Table of Contents company involved, removal of debris, preparation of plans and issuance of all required governmental permits), Landlord shall either (a) terminate this Lease by giving written notice of termination within forty-five (45) days after the continued conduct occurrence of such damage or destruction or (b) deliver written notice to the Tenant of the Landlord’s determination that the repair or restoration cannot be completed within 180 days following the occurrence of such damage or destruction. In the event that the Landlord should deliver the notice to the Tenant referenced in subsection (b) above, Tenant shall have a period of fifteen (15) days from its receipt of such notice to elect to terminate this Lease by giving written notice of such election to the Landlord; provided however, that Tenant shall not be permitted to exercise its termination right if the damage or destruction was caused by the gross negligence or willful misconduct of the Tenant or any of the Tenant’s Agents. If this Lease is terminated pursuant to the terms, conditions and its invitees activities thereonprovisions of this Section 17.1, then Base Rent and Tenant’s Proportionate Share of Operating Charges and Real Estate Taxes shall be damaged apportioned (based on the portion of the Premises which is usable or destroyed by fire used after such damage or other casualty, then destruction) and paid to the earlier of the date of termination or the date Tenant completely vacates and abandons the Premises on account of such damage and Landlord shall be entitled to retain all any insurance proceeds payable received by reason Tenant that are attributable to Tenant’s Work and other improvements insured or required to be insured by Tenant that would remain in the Premises at the end of the Lease Term. If this Lease is not terminated as a result of such damage or destruction, then until such repair and with respect restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the gross negligence or willful misconduct of Tenant or any of Tenant’s Agent, then Tenant shall not be entitled to any such rent reduction and (y) if Tenant fails to immediately pay over to Landlord insurance proceeds to which the Landlord is entitled in accordance with the terms, conditions, and provisions of this Lease when received from Tenant’s insurance carrier, any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds, Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: Building; provided, however, that (i) if such damage or destruction was caused by the casualty must be insured under Landlord's insurance policiesgross negligence or willful misconduct of Tenant or any of Tenant’s Agents, and then Tenant shall pay Landlord’s obligation is limited deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction (or, if Landlord fails to maintain the insurance required by Section 13.3, that Landlord would have received to the extent Landlord maintained such insurance required by Section 13.3), (ii) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received by Landlordwith respect thereto, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) LandlordLandlord shall not be required to repair or restore any tenant improvements installed in the Premises, any Alterations or any other contents of the Premises (including Tenant’s lender(strade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding the terms, conditions or provisions of this Lease to the contrary, Landlord shall have the right to terminate this Lease if (1) must permit insurance proceeds plus deductibles are insufficient to pay the full cost of such repair and restoration (so long as Landlord maintains the insurance required by Section 13.3), (2) the holder of any Mortgage fails or refuses to make such insurance proceeds to be used available for such repair and restoration, (iv3) Landlord shall have no obligation to zoning or other applicable Laws or regulations do not permit such repair and restore any personal property on the Premises belonging to Tenant restoration, or any of Tenant’s employees, contractors, agents or invitees, (v4) Landlord shall have no obligation to restore the damage or destruction to the Building exceeds thirty-five percent (or to complete any restoration35%) during the last year of the Term or replacement value of any Option Period if Tenant has delivered notice the Building. 17.2 In the event that it is not renewing this Lease shall be terminated in accordance with the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementterms, conditions, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as provisions of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of Section 17.1 above, this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent Lease shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty no further force and any resulting damage, destruction, repair, or restorationeffect.

Damage or Destruction. If, during 19.01. If the Term of this Agreement, the entire Parking Facility Building or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be partially or totally damaged or destroyed by fire or other casualtycasualty (and if this Lease shall not be terminated as in this Article 19 hereinafter provided), then in the event that the Condominium Board of Managers elects to repair the damage to and restore and rebuild the Building diligently and in a workmanlike manner after notice to it of the damage or destruction, Tenant shall (x) at Tenant’s option, restore all or such portion of Tenant’s Property as Tenant may elect to restore and (y) at Tenant’s option, to be exercised separately with respect to each floor of the Premises, either (i) repair the damage to and restore such portion of the leasehold improvements in the Premises as Tenant elects in its sole discretion (the “Improvements Restoration Work”); or (ii) demolish the leasehold improvements located in the Premises (the “Improvements Demolition Work”), which Improvements Restoration Work or Improvements Demolition Work (as the case may be) shall be performed diligently and in a workmanlike manner after the substantial completion repairs and restoration of the Building. The Improvements Restoration Work and the Improvements Demolition Work shall be deemed to constitute Alterations for the purposes of Article 11 hereof and shall be subject to the provisions of Article 11. The proceeds of policies providing coverage for leasehold improvements installed in the Premises shall be paid to Tenant, to be used by Tenant to perform the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be), to the extent Tenant is required to perform the same, and otherwise to be retained by Tenant. Tenant shall be solely responsible for (i) the amount of any deductible under the policy insuring the leasehold improvements and (ii) the amount, if any, by which the cost of the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be) exceeds the available insurance proceeds therefor. Notwithstanding any of the provisions of this Section 19.01 to the contrary, if Landlord or any Landlord Affiliate executes any lease for space in the Building that contains a provision that Landlord or such Landlord Affiliate will be obligated under the circumstances provided in such provision to restore any damaged or destroyed space or cause the Condominium Board of Managers to perform such restoration, then Landlord shall give Tenant prompt notice thereof (or will respond to a request from Tenant to do so within 30 days of such request), and, at Tenant’s election, Landlord and Tenant will promptly cause this Lease to be entitled amended to retain incorporate such provision into this Lease.(16) 19.02. If on account of fire or other casualty, all insurance proceeds payable by reason or a part of the Premises shall be rendered untenantable (whether as a result of damage or destruction to the Premises or damage or destruction to other parts of the Building) the Fixed Rent and with respect the Additional Charges under Article 3 hereof shall be abated in the proportion that the untenantable area of the Premises bears to the total area of the Premises (and if more than seventy-five (75%) percent of a floor shall be rendered untenantable, then the entire floor shall be deemed to have been rendered untenantable) for the period from the date of the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: date on which: (i) the casualty must be insured under Landlord's insurance policies, repair and Landlord’s obligation is limited to the extent restoration of the insurance proceeds received by Landlord, Building (including all base building systems serving the Premises) shall have been substantially completed (the “Basic Restoration”); and (ii) the damaged leasehold improvements could be restored, with due diligence and dispatch (commencing after Landlord’s duty to repair and restore the Premises shall not begin until receipt substantial completion of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year restoration of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives Building including all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.base building systems serving the

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give prompt written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the common areas deemed desirable by Landlord, subject to Section 1.3 and provided access to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant’s occupancy. Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees, subtenants or invitees, such abatement shall occur only to the extent rental abatement insurance proceeds are received by Landlord (vor would have been received by Landlord if Landlord had carried rental abatement insurance with a coverage period of twelve months). 19.2 Within sixty (60) days following the date of discovery of the damage, Landlord shall deliver to Tenant a written estimate from Landlord’s contractor of the time needed to rebuild and/or restore the Premises and/or the Building (the “Restoration Notice”). Notwithstanding the terms of Section 19.1 of this Lease, Landlord may elect not to rebuild Table of Contents and/or restore the Premises, the Building and/or any other portion of the Project and instead terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the date of Landlord’s discovery of such damage (the “Damage Discovery Date”), such notice to include a termination date giving Tenant ninety (90) days to vacate the Premises, but Landlord may so elect only if the Building shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) repairs cannot reasonably be completed within two hundred seventy (270) days of the Damage Discovery Date (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Project or ground or underlying lessor with respect to the Project and/or the Building shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground or underlying lease, as the case may be; or (iii) the damage is not fully covered (except for deductible amounts in the case of a casualty other than earthquake or flood) by Landlord’s insurance policies (or would not have no obligation been so covered if Landlord had carried the insurance required to be covered by Landlord under this Lease); provided, however, that Landlord shall not have the right to terminate this Lease if the damage to the Building is relatively minor (e.g., repair or restoration would cost less than five percent (5%) of the replacement cost of the Building) or Landlord actually intends to restore the damage in the following two hundred seventy (270) day period. In addition, if the Premises or destruction the Building is destroyed or damaged to any substantial extent during the last twelve (12) months of the Term, Tenant has not exercised the Extension Option provided in Section 51.1, and such damage cannot reasonably be repaired within 90 days, then notwithstanding anything contained in this Article 19, Landlord and Tenant shall each have the option to terminate this Lease by giving written notice to the other of the exercise of such option within thirty (30) days after the Damage Discovery Date, in which event this Lease shall cease and terminate as of the date of such notice. Upon any such termination of this Lease pursuant to this Section 19.2, Tenant shall pay the Base Rent and Additional Rent, properly apportioned up to such date of termination, and both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Term. 19.3 If there is an occurrence of any damage to the Premises that does not result in the termination of this Lease pursuant to this Article 19, then upon notice (the “Landlord Repair Notice”) to Tenant from Landlord, Tenant shall assign to Landlord (or to complete any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required under Sections 13.2(e)(ii) and (iii) above with respect to any improvements in the Premises required to be insured by Tenant hereunder (excluding proceeds for Tenant’s Property), and Landlord shall repair any injury or damage to the Tenant Improvements, alterations and the Original Improvements installed in the Premises and shall return such Tenant Improvements, alterations and Original Improvements to substantially their original condition; provided that if the cost of such repair by Landlord exceeds the sum of (A) amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, as assigned by Tenant, plus (B) any insurance proceeds received by Landlord with respect to such Tenant Improvements, alterations and Original Improvements (it being acknowledged and agreed that Tenant’s insurance as to the Tenant Improvements, Alterations and Original Improvements is primary in nature and Landlord’s insurance, if any, with respect to same is secondary in nature), the cost of such repairs in excess of such insurance proceeds shall be paid by Tenant to Landlord prior to Landlord’s commencement of repair of the damage. Tenant may elect to make reasonable value-engineering Table of Contents modifications to the plans for the restoration work to the extent necessary to minimize or eliminate any costs in excess of the insurance proceeds available for such restoration, except to the extent such shortfall of insurance proceeds is due to Tenant’s failure to carry the insurance Tenant is obligated to carry under this Lease or to any deductible under such insurance policy Tenant carries or is obligated to carry under this Lease. In the event that Landlord does not deliver the Landlord Repair Notice within sixty (60) days following the Damage Discovery Date, Tenant shall, at its sole cost and expense, repair any injury or damage to the Tenant Improvements, alterations, and the Original Improvements installed in the Premises and shall return such Tenant Improvements, alterations, and Original Improvements to their immediately prior condition. Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord’s review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. 19.4 If (i) Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided hereinabove, (ii) the damage constitutes a Tenant Damage Event (as defined below), and either (a) the repairs cannot, in the reasonable opinion of Landlord’s contractor, be completed within two hundred seventy (270) days after the date of the casualty, or (b) the damage occurs during the last year twelve (12) months of the Term and will reasonably require in excess of ninety (90) days to repair, Tenant may elect, no earlier than sixty (60) days after the date of the damage and not later than ninety (90) days after the date of such damage (or within thirty (30) days after receipt of any Option Period the Restoration Notice, if Tenant has delivered later), to terminate this Lease by written notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed effective as of the Commencement Date. During date specified in the period in notice, which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more date shall not be less than thirty (30) consecutive days, including, without limitation, any days nor more than sixty (60) days after the date such period during which Landlord notice is repairing and restoring the Parking Facility, the rental payable given by Tenant (prior to which Tenant shall xxxxx. The be entitled to an abatement of the rent shall be the exclusive remedy of Tenant against Landlord Rent as provided in Section 19.1). In the event of a casualty involving Tenant Damage Event, and if the PremisesLease does not terminate pursuant to the other provisions of this Article 19, then if Landlord fails to substantially complete the repair of such damage comprising a Tenant Damage Event on or before the date (the “Outside Restoration Completion Date”) which is three (3) months after the date estimated for completion of such repair by landlord’s contractor in the Restoration Notice, then Tenant shall have the option, exercisable by written notice to Landlord within thirty (30) days after the Outside Restoration Completion Date, to terminate this Lease (“Tenant’s Second Termination Option”). Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use The Outside Restoration Completion Date shall be extended by delays in the completion of the whole repair of the damage comprising a Tenant Damage Event to the extent caused by Force Majeure Events (other than the casualty that caused the damage) for up to ninety (90) days or by Tenant, its agents, employees or contractors. If Tenant exercises Tenant’s Second Termination Option, the Lease shall terminate as of a date specified in Tenant’s termination notice which is not less than thirty (30) days nor more than sixty (60) days after Tenant’s notice to Landlord of the exercise of Tenant’s Second Termination Option. As used herein, a “Tenant Damage Event” shall mean damage to all or any part of the Premises and/or for or any inconvenience Common Areas necessary to Tenant’s occupancy of the Premises by fire or annoyance occasioned by other casualty, which damage (A) is not the result of the willful misconduct of Tenant or any casualty of the Tenant Parties (as defined below), (B) substantially interferes with Tenant’s use of or access to the Premises and any resulting damage(C) would entitle Tenant to an abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, destruction, repair, or restorationpursuant to Section 19.1 above.

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

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 18.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire or other casualtycasualty thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall be entitled diligently (subject to retain reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control and subject to all insurance proceeds payable other terms of this Article 18), repair and restore the Premises (excluding tenant improvements) and the Building to substantially the same condition they were in prior to such damage or destruction, except for (a) modifications required by reason Laws, (b) modifications required by the holder of any Mortgage, and with respect (c) any modifications to the damage or destruction common areas of the Building deemed desirable by Landlord provided access to the Premises shall not be materially impaired. Further, and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject notwithstanding anything to the contrary set forth in this Article 18, Landlord may elect to terminate this Lease by delivering notice to Tenant if one or more of the following terms and conditionsconditions is present: (i) the casualty must be insured under in Landlord's reasonable judgment, repairs and restoration cannot be completed within one hundred eighty (180) days after the occurrence of the subject damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance policiescompany involved, removal of debris, preparation of plans and specifications, and Landlord’s obligation is limited issuance of all approvals and permits required by governmental or quasi-governmental authorities having jurisdiction), when such repairs are made without the payment of overtime or other premiums; (ii) the cost to repair the extent subject damage exceeds twenty-five percent (25%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed; (iii) the holder of any Mortgage fails or refuses to make the insurance proceeds received available for repair and restoration of the subject damage or destruction, or any underling lessor of the Building or the Land shall terminate its lease; (iv) the costs to repair the subject damage is not fully covered, except for deductible amounts, by insurance policies carried by Landlord; (v) the Premises and/or the Building is damaged or destroyed to any substantial extent during the last twenty-four (24) months of the Lease Term; or (vi) any applicable Law does not permit repair or restoration of the subject damage. In the event Landlord's so elects to terminate this Lease, (ii1) this Lease shall terminate as of the date set forth in Landlord’s duty 's notice delivered to Tenant, (2) Tenant shall pay the Base Rent, Tenant's Proportionate Share of Real Estate Taxes and any other amounts due hereunder, apportioned up to such date of damage, and (3) Landlord and Tenant shall thereafter be freed and discharged of all further obligations hereunder, except as provided in provisions of this Lease which by their terms survive the expiration or earlier termination of the Lease Term. 18.2 If 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 or destruction, Landlord shall promptly notify Tenant of such determination. For a period of thirty (30) days after receipt of such determination, Tenant shall have the right to terminate this Lease by providing notice to Landlord. If Tenant does not elect to terminate this Lease within such thirty (30) day period, and provided Landlord has not elected to terminate this Lease pursuant to Section 18.1 above, Landlord shall proceed to repair and restore the Premises and the Building. Notwithstanding the foregoing, Tenant shall not begin have the right to terminate this Lease if the act or omission of Tenant or any of its Invitees shall have caused the damage or destruction. 18.3 If this Lease is terminated pursuant to Section 18.1 or 18.2 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction, it being agreed that all rent allocable to the portion of the Premises which is not usable after such damage or destruction shall be abated through the date of termination) and paid to the date of damage. If this Lease is not terminated as a result of such damage or destruction, then until receipt the substantial completion of such repair and restoration of the Premises which Landlord is obligated to perform, Tenant shall be required to pay the Base Rent and Tenant's Proportionate Share of Real Estate Taxes only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Premises and the Building; provided, however, that Landlord shall not be required to repair or restore any Alteration or other tenant improvement installed in the Premises or any of Tenant's trade fixtures, furniture, furnishings, equipment or personal property; and provided further that if such damage or destruction was caused by the act or omission of Tenant or any Invitee, then Tenant shall pay the amount by which such expenses exceed the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for if any, actually received by Landlord on account of such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term destruction. 18.4 The provisions of this Agreement pursuant Lease, including this Article 18, constitute an express agreement between Landlord and Tenant with respect to Section 2.2 any and all damage to, or if Tenant has no more extension options pursuant to this Agreementdestruction of, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty the Building, and any resulting damagestatute or regulation of any governmental or quasi-governmental authority having jurisdiction with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, destructionand any other statute or regulation now or hereafter in effect, repair, shall have no application to this Lease with respect to any damage or restorationdestruction to all or any portion of the Premises and/or the Building.

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility Property or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, then ordinary or extraordinary, foreseen or unforeseen, (i) Landlord shall, subject to Sections 7.2 and 7.3, pay over to Tenant, upon the terms set forth in Section 7.2, any moneys which may be recovered by Landlord from property insurance, (ii) this Lease shall be entitled to retain all insurance proceeds payable by reason of unaffected thereby and with respect to the shall continue in full force and effect, and (iii) Tenant shall, at Tenant's sole cost and expense, expeditiously and in a good and workmanlike manner, cause such damage or destruction to be remedied or repaired (the Premises and Landlord "Restoration") by restoring the Property to its condition immediately prior to such damage, or destruction. All Restoration Work shall rebuild or reconstruct be performed in accordance with the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term provisions of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysLease, including, without limitation, any such period during which Landlord is repairing the provisions of Sections 5.4 and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises5.5 hereof. Tenant hereby waives all claims against the provisions of any law or statute to the contrary and agrees that the provisions of this Article shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Property with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant's cost and expense and the cost thereof shall be payable on demand as Additional Rent, together with interest thereon at the Default Rate. In addition, if Landlord so completes the Restoration as provided hereunder, Landlord shall be entitled to a supervision fee in the amount equal to two and one-half percent (2 1/2 %) of the cost of the Restoration Work from Tenant to compensate Landlord for any compensation or damage for loss of use administering the Restoration. (b) Notwithstanding anything contained herein to the contrary, provided (i) a material portion of the whole Property is damaged or destroyed by fire or other casualty and such damage is of such a nature that the Restoration cannot be substantially completed within eighteen (18) months after the occurrence of the casualty (it being agreed that substantial completion means that the Property can then be lawfully occupied by Tenant no later than the end of such period), as estimated by a licensed architect or engineer retained by Tenant and reasonably approved by Landlord (for purposes of such estimate, such Restoration shall not include Alterations made by Tenant and installation of personal property, equipment and trade fixtures of Tenant), (ii) there is then no Event of Default (including without limitation any uncured Event of Default with respect to the matters set forth in Article 6), (iii) the insurance proceeds actually available to Landlord for Restoration, together with any other funds Tenant may elect to contribute, equal or exceed the cost of such Restoration (as estimated in writing by a licensed architect retained by Landlord), and (iv) such amounts are paid to Landlord, Tenant may terminate this Lease in which event this Lease shall be of no further force and effect as of the date of such termination, except that any obligation or liability of Tenant, actual or contingent, under this Lease which has accrued on or prior to such termination date shall survive. Section 7.2. Subject to the provisions of this Article 7, Landlord shall pay over to Tenant from time to time, upon the following terms, any moneys which may be received by Landlord from property insurance provided by Tenant but, in no event, to any extent or in any sum exceeding the amount actually collected by Landlord upon the loss; provided, however, that Landlord, before paying such moneys over to Tenant, shall be entitled to reimburse itself therefrom to the extent, if any, of the reasonable out-of-pocket expenses actually paid or incurred by Landlord in collection of such moneys. Landlord shall pay to Tenant, as herein provided, the aforesaid insurance proceeds, for the purpose of Restoration to be made by Tenant to restore the Property to a value which shall be not less than their value prior to such fire or other casualty. Prior to making any Restoration, Tenant shall furnish Landlord with an estimate of the cost of such Restoration, prepared by a licensed architect or engineer reasonably approved by Landlord. Such insurance proceeds shall be paid to Tenant from time to time thereafter in installments as the Restoration progresses, upon application to be submitted by Tenant to Landlord showing the cost of labor and material incorporated in the Restoration, or incorporated therein since the last previous application, and paid for by Tenant. If any vendor's, mechanic's, laborer's, or materialman's lien is filed against the Property or any part thereof, or if any public improvement lien is created or permitted to be created by Tenant and is filed against Landlord, or any assets of, or funds appropriated to, Landlord, Tenant shall not be entitled to receive any further installment until such lien is satisfied or otherwise discharged, unless such lien is contested by Tenant in good faith and Tenant has obtained and delivered a bond issued by a surety, in an amount equal to the lien amount and in form otherwise reasonably satisfactory to Landlord. The amount of any installment to be paid to Tenant shall be such proportion of the Premises and/or total insurance moneys received by Landlord as the cost of labor and materials theretofore incorporated by Tenant in the Restoration bears to the total estimated cost of the Restoration by Tenant, less (a) all payments theretofore made to Tenant out of said insurance proceeds, and (b) ten percent (10%) of the amount so determined, provided that Landlord shall release the ten percent (10%) retention with respect to any contractor, subcontractor, trade or supplier which (x) has completed its work as certified by Tenant and Tenant's architect, if one is required pursuant hereto and (y) such contractor, subcontractor, trade or supplier has delivered an unconditional lien waiver with respect to its work or materials if the value thereof is in excess of $100,000. Upon completion of and payment for the Restoration by Tenant, including reimbursement to Tenant of such ten percent (10%) retention, to the extent not previously released, the balance of any and all insurance proceeds held by Landlord shall be paid to Landlord. In the event that the insurance proceeds are insufficient for the purpose of paying for the Restoration, Tenant shall nevertheless be required to make the Restoration and pay any additional sums required for the Restoration in accordance with the provisions of Section 7.4 hereof. Notwithstanding the foregoing, if Landlord makes the Restoration at Tenant's expense, as provided in Section 7.1 hereof, then Landlord shall use any amounts held by Landlord to pay for the cost of such Restoration. Notwithstanding anything contained herein to the contrary, Tenant may retain insurance proceeds for any inconvenience Restoration the estimated cost of which is less than $100,000, provided Tenant uses such proceeds for such Restoration. Section 7.3. When insurance proceeds are retained by Landlord pursuant to Section 7.2 above, Landlord may impose reasonable conditions precedent to the disbursement of each payment made to Tenant as provided in Section 7.2 above, including the following: (a) there shall be submitted to Landlord the certificate from Tenant or annoyance occasioned if the restoration amount equals or exceeds $1,000,000, a certificate of the aforesaid architect, stating (i) that the sum then requested to be withdrawn either has been paid by Tenant and/or is justly due to 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 Work and giving a brief description of such services and materials and the principal subdivisions or categories thereof and the several amounts so paid or due to each of such persons in respect thereof, and stating in reasonable detail the progress of the Work up to the date of said certificate, (ii) that no part of such expenditures has been or is being made the basis, in any casualty previous or then pending request, for the withdrawal of insurance money or has been made out of the proceeds of insurance received by Tenant, (iii) that the sum then requested does not exceed ninety (90%) percent of the cost of the services and any resulting damagematerials described in the certificate, destruction, repairexcept with respect to such contractors or subcontractors who have completed their portion of the Work (as certified by the architect, or restorationif there is no architect, Tenant) and provided final lien waivers and (iv) that the balance of any insurance proceeds held by Landlord, together with such other sums, if any, which Tenant has made or will (for which evidence of Tenant's intention and ability shall be to Landlord's reasonable satisfaction) make available for the Restoration in accordance with Section 7.4 hereof and to Landlord's satisfaction will be sufficient upon completion of the Restoration to pay for the same in full, and stating in reasonable detail an estimate of the cost of such completion; (b) there shall be furnished to Landlord an official search, or a certificate of a title insurance company satisfactory to Landlord, or other evidence satisfactory to Landlord, showing that there has not been filed any vendor's, mechanic's, laborer's or materialman's statutory or other similar lien affecting the Property or any part thereof, or any public improvement lien created or permitted to be created by Tenant affecting Landlord, or the assets of, or funds appropriated to, Landlord, which has not been discharged of record, except such as will be discharged upon payment of the amount then requested to be withdrawn, or unless any such lien is contested by Tenant in good faith and Tenant has obtained and delivered a bond issued by a surety, in an amount equal to the lien amount and in form otherwise reasonably satisfactory to Landlord; and (c) at the time of making such payment, no Default shall have occurred and be continuing. Section 7.4. If the estimated cost of any Restoration, determined as provided in Section 7.2 hereof, exceeds the net insurance proceeds then, prior to the commencement of any Restoration, Tenant hereby covenants to obtain from its general contractor and deliver to Landlord a bond, or other security satisfactory to Landlord in the amount of such excess, to be held and applied by Landlord in accordance with the provisions of Section 7.2 hereof, as security for the completion of the Work, free of public improvement, vendor's, mechanic's, laborer's or materialman's statutory or other similar liens. Section 7.5. As material consideration to Landlord for its agreement to enter into this Lease, the parties agree that, except as expressly set forth in the provisions of this Article 7, (i) this Lease shall not terminate or be forfeited or be affected in any manner, and there shall be no reduction or abatement of the Rent payable hereunder, by reason of damage to or total, substantial or partial destruction of the Property or any part thereof or by reason of the untenantability of the same or any part thereof, for or due to any damage or destruction to the Property from any cause whatsoever, and, (ii) notwithstanding any law or statute, present or future, Tenant waives any and all rights to quit or surrender the Property or any part thereof on account of any damage or destruction of the Property. Tenant expressly agrees that its obligations hereunder, including the payment of Rent payable by Tenant hereunder, shall continue as though the Property had not been damaged or destroyed and without abatement, suspension, diminution or reduction of any kind.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give immediate written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the common areas deemed desirable by Landlord, provided access to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant’s occupancy, Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees, subtenants or invitees, such abatement shall occur only to the extent rental abatement insurance proceeds are received by Landlord (vor would have been received by Landlord if Landlord had carried rental abatement insurance with a coverage period of twelve months). 19.2 Within sixty (60) days following the date of discovery of the damage, Landlord shall deliver to Tenant a written estimate from Landlord’s contractor of the time needed to rebuild and/or restore the Premises and/or the Building (the “Restoration Notice”). Notwithstanding the terms of Section 19.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises, the Building and/or any other portion of the Project and instead terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the date of Landlord’s discovery of such damage (the “Damage Discovery Date”), such notice to include a termination date giving Tenant ninety (90) days to vacate the Premises, but Landlord may so elect only if the Building shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) repairs cannot reasonably be completed within one hundred eighty (180) days of the Damage Discovery Date (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Project or ground or underlying lessor with respect to the Project and/or the Building shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground or underlying lease, as the case may be; or (iii) the damage is not fully covered (except for deductible amounts in the case of a casualty other than earthquake or flood) by Landlord’s insurance policies; provided, however, that Landlord shall not have no obligation the right to terminate this Lease if the damage to the Building is relatively minor (e.g., repair or restoration would cost less than five percent (5%) of the replacement cost of the Building) or Landlord actually intends to restore the damage in the following one hundred eighty (180) day period. In addition, if the Premises or destruction (the Building is destroyed or damaged to complete any restoration) substantial extent during the last year twelve (12) months of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of Term, then notwithstanding anything contained in this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementArticle 19, and (vi) Landlord shall rebuild or reconstruct have the Parking Facility option to a configuration substantially equivalent terminate this Lease by giving written notice to that configuration which existed as Tenant of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term exercise of this Agreement for a period of more than such option within thirty (30) consecutive daysdays after the Damage Discovery Date, including, without limitation, in which event this Lease shall cease and terminate as of the date of such notice. Upon any such period during termination of this Lease pursuant to this Section 19.2, Tenant shall pay the Base Rent and Additional Rent, properly apportioned up to such date of termination, and both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Term. 19.3 If there is an occurrence of any damage to the Premises that does not result in the termination of this Lease pursuant to this Article 19, then upon notice (the “Landlord Repair Notice”) to Tenant from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required under Sections 13.2(e)(ii) and (iii) above with respect to any improvements in the Premises required to be insured by Tenant hereunder (excluding proceeds for Tenant’s Property), and Landlord shall repair any injury or damage to the Tenant Improvements, alterations and the Original Improvements installed in the Premises and shall return such Tenant Improvements, alterations and Original Improvements to their original condition; provided that if the cost of such repair by Landlord exceeds the sum of (A) amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, as assigned by Tenant, plus (B) any insurance proceeds received by Landlord with respect to such Tenant Improvements, alterations and Original Improvements (it being acknowledged and agreed that Tenant’s insurance as to the Tenant Improvements, Alterations and Original Improvements is repairing primary in nature and restoring the Parking FacilityLandlord’s insurance, if any, with respect to same is secondary in nature), the rental payable cost of such repairs shall be paid by Tenant shall xxxxx. The abatement to Landlord prior to Landlord’s commencement of repair of the rent shall be damage. Tenant may elect to make reasonable value-engineering modifications to the exclusive remedy plans for the restoration work to the extent necessary to minimize or eliminate any costs in excess of the insurance proceeds available for such restoration, except to the extent such shortfall of insurance proceeds is due to Tenant’s failure to carry the insurance Tenant against is obligated to carry under this Lease or to any deductible under such insurance policy Tenant carries or is obligated to carry under this Lease. In the event that Landlord does not deliver the Landlord Repair Notice within forty-five (45) days following the Damage Discovery Date, Tenant shall, at its sole cost and expense, repair any injury or damage to the Tenant Improvements, alterations, and the Original Improvements installed in the event Premises and shall return such Tenant Improvements, alterations, and Original Improvements to their original condition. Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord’s review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. 19.4 If (i) Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided hereinabove, (ii) the damage constitutes a casualty involving Tenant Damage Event (as defined below, and either (a) the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss repairs cannot, in the reasonable opinion of use Landlord’s contractor, be completed within two hundred ten (210) days after the date of the whole casualty, or any part (b) the damage occurs during the last twelve (12) months of the Premises and/or for any inconvenience or annoyance occasioned by any casualty Term and any resulting damage, destruction, repair, or restoration.will

Damage or Destruction. IfTenant shall give Landlord immediate (from the time that Tenant becomes, during the Term or should have with reasonable diligence become, aware of this Agreement, the entire Parking Facility or such same) written notice if any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Property is damaged or destroyed by fire fire, casualty, or other casualtycause (“Casualty”). Tenant shall appear in any proceeding or action to defend, then Landlord negotiate, prosecute, or adjust any claim for any insurance payment on account of any Casualty and shall take all appropriate action in connection with any such Casualty. No settlement of any such proceeding or action made by Tenant without Landlord’s prior written consent will be binding on Landlord’s interest as named insured or loss payee (as the case may be) under the applicable policy. In the event of a Casualty, whether partial or total, and whether or not such Casualty is covered by insurance, Tenant shall repair, restore, and rebuild the Property to substantially the same or better condition as existed immediately prior to such Casualty, all in accordance with Legal Requirements. Tenant shall be entitled solely responsible for and shall pay the balance, if any, of the costs to retain so restore the Property. As between Tenant and a Leasehold Mortgagee, all insurance proceeds payable to Tenant pursuant to this Article XIII shall be disbursed by reason Tenant in accordance with and pursuant to the terms of any applicable Leasehold Mortgage. However, if a Casualty occurs prior to the Completion of Construction and there is still outstanding Construction Financing, then with respect to the damage or destruction such Casualty, insurance proceeds, in an amount satisfactory to the Premises Tenant and Landlord Landlord, shall rebuild or reconstruct the Parking Facility be set aside in a commercially reasonable and efficient manner subject an amount sufficient to the following terms and conditions: (i) raze the casualty must be insured under Landlord's insurance policiesImprovements on the Property (including the removal of all foundations, and Landlord’s obligation is limited to the extent of the insurance proceeds received if elected by Landlord, and shoring to support any excavated subgrade development), level, clear, clean, and otherwise put the Land in good order and in a safe condition, landscape the Property in a manner reasonably required by Landlord (to include at a minimum sod or such other basic ground cover as Landlord may require), and leave all such landscaped areas in a neat and safe condition or (ii) Landlord’s duty to repair pay for rebuilding. For the avoidance of doubt, the immediately preceding sentence shall no longer be applicable after Completion of Construction of applicable New Improvements and restore after the Premises shall not begin until receipt of the insurance proceeds, Construction Financing has been fully paid. (iiia) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Tenant shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage Block 164 Improvements or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord Block 167 Improvements in the event of a casualty involving the PremisesCasualty. Tenant hereby waives all claims against Landlord for will secure the applicable property and if appropriate demolish and remove from the site any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationremaining improvements after such Casualty.

Damage or Destruction. If, during (a) If (x) the Term of this Agreement, Managed Premises or the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Hotel shall be damaged or destroyed "Substantially Damaged" (as defined below) by fire or other casualty, then Landlord casualty (a "Substantial Damage Termination") or (y) the Managed Premises or the Hotel shall be entitled damaged (whether or not substantially damaged) by an Unrestorable Casualty (as hereafter defined) then, in any such case, Owner shall have the right to retain all terminate this Agreement by delivering written notice thereof to Manager and this Agreement shall terminate ninety (90) days following the delivery of such notice. For purposes hereof, an "Unrestorable Casualty" shall mean a fire or other casualty in respect of which (1) the "net insurance proceeds payable proceeds" are not fully sufficient to restore the damaged or destroyed portion of the Hotel (including the Managed Premises) so that the Hotel (including the Managed Premises) shall be either substantially the same as it was prior to such casualty or an otherwise architecturally complete and economically viable restaurant of the same class, character and scope or (2) it is not reasonably practicable to restore the Hotel or Managed Premises by reason of and with respect applicable zoning law or other Laws or for other reasons beyond Owner's reasonable control. Owner shall exercise its right to terminate this Agreement (I) in the damage case of a Substantial Damage Termination, not later than ninety (90) days following adjustment of the claim under the Hotel's casualty policy (i.e., payment of the net insurance proceeds to Owner), or destruction (II) in the case of an Unrestorable Casualty, not later than ninety (90) days following Owner's final determination that such casualty constitutes an Unrestorable Casualty. For the purposes hereof, the Managed Premises shall be deemed to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: have been "Substantially Damaged" if (i) the casualty must be insured under Landlord's insurance policies, estimated length of time required to restore the Managed Premises substantially to its condition and Landlord’s obligation is limited character just prior to the extent occurrence of such casualty shall be in excess of ninety (90) days or, if the casualty occurs in the last two calendar years of the insurance proceeds received by LandlordTerm, in excess of three (3) months, or (ii) Landlord’s duty to repair and restore if the estimated cost of restorations exceeds 10% of the then current replacement cost of the Managed Premises (if the Managed Premises are destroyed) or Hotel (whether or not the Managed Premises are destroyed), or if the casualty occurs in the last two calendar years of the Term, such estimated cost of restoration of the Managed Premises or Hotel exceeds 5% of the then current replacement cost of the Managed Premises or Hotel. If this Agreement shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord terminate in the event of damage to the Hotel or the Managed Premises, either because (i) the damage or casualty shall not give rise to a casualty involving right of Owner to terminate this Agreement or (ii) notwithstanding Owner's right to terminate this Agreement, Owner does not elect to terminate this Agreement within the Premises. Tenant hereby waives applicable time periods, then, provided restoration is permitted under the terms of any Secured Loan or Ground Lease and Owner shall have received "net insurance proceeds" sufficient to complete restoration, Owner shall (unless Manager elects to terminate this Agreement as provided below) proceed with all claims against Landlord for any compensation or damage for loss of use due diligence to commence and complete the restoration of the whole Managed Premises to its condition and character just prior to the occurrence of such casualty or any part otherwise to a standard for a restaurant of similar class, character and scope, and if such restoration is not substantially completed within two (2) years following the occurrence of the Premises and/or casualty, then Manager shall, as its sole remedy, have the right to terminate the Agreement by delivering notice thereof to Owner, in which case this Agreement shall terminate ninety (90) days after the delivery of such notice. If at any time Owner notifies Manager in writing that it will take more than two (2) years to substantially complete such restoration together with a revised estimate of the time for any inconvenience substantial completion, Manager shall, within 30 days after receipt of such notice, either elect to terminate or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationelect to stay (provided Owner completes such restoration within the revised estimated time).

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Hotel shall be totally destroyed or substantially damaged or destroyed by fire or other casualty, then Landlord either party may, within sixty (60) days after the occurrence of such event, give written notice to the other terminating this Agreement. For purposes of this Section, the Hotel shall be entitled deemed to retain all insurance proceeds payable have been substantially damaged if the estimated cost of Restoration shall exceed fifty percent (50%) of the cost of replacing the Hotel by constructing, furnishing and equipping a new hotel on the Land substantially the same as the Hotel prior to such casualty. The Hotel shall be deemed to have been partially damaged if it is damaged by fire or other casualty and the estimated cost of Restoration does not exceed fifty percent (50%) of the cost of replacing the Hotel as set forth above. (b) In the event Owner terminates this Agreement by reason of such damage or destruction, Owner shall, contemporaneously with the giving of notice of such termination and with respect as a condition (which may be waived by Manager without releasing Owner from the liability to make such payment) to the damage or destruction effectiveness of such termination, pay to Manager the Premises and Landlord shall rebuild or reconstruct applicable Termination Fee. (c) In the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: event of (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited any damage to the extent of the insurance proceeds received Hotel by Landlordfire or other casualty which does not amount to "substantial damage" as described in subsection (a) above, or (ii) Landlord’s duty the total destruction of or substantial damage to repair the Hotel and restore the Premises shall not begin until receipt failure of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds either party to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to subsection (a) above, then this AgreementAgreement shall not terminate, and Owner shall, at its own expense and in accordance with plans and specifications therefor developed by Owner and approved by Manager (viwhich approval shall not be unreasonably withheld or delayed), promptly commence and expeditiously complete the Restoration and all proceeds of property and casualty insurance shall be made available to Owner for this purpose; provided, however, that Manager shall have the right to ensure that such proceeds of insurance shall be applied to the Restoration. Owner shall promptly commence and diligently pursue the Restoration to completion; provided, however, that if Owner shall not fully complete the Restoration within a reasonable period of time after the date of such casualty or eighteen (18) Landlord months, whichever is earlier (or such longer period as Manager may approve), then Manager shall rebuild or reconstruct have the Parking Facility right to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of terminate this Agreement for a period of more than upon thirty (30) consecutive days' prior written notice to Owner, includingwhereupon Owner shall, within ten (10) days following such notice and as a condition (which may be waived by Manager without limitationreleasing Owner from the liability to make such payment) to the effectiveness of such termination, any pay to Manager the applicable Termination Fee. (d) Manager's monthly compensation following damage to the Hotel until the Restoration with respect to such period during which Landlord damage is repairing and restoring the Parking Facility, the rental payable by Tenant completed shall xxxxx. The abatement in no event be less than fifty percent (50%) of the rent shall be Average Monthly Management Fee at the exclusive remedy of Tenant against Landlord in time the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationoccurs.

Damage or Destruction. If17.1. If the Building or the Premises, or any part thereof, is damaged by fire or other casualty before the Commencement Date or during the Term term of this AgreementLease, and this Lease is not terminated pursuant to Sections 17.2 and 17.3 hereof, Landlord shall repair such damage and restore the entire Parking Facility or such portion thereof as shall render Building and the Premises unsuitable for to substantially the continued conduct same condition in which the Building and the Premises existed before the occurrence of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by such fire or other casualty, as permitted by and OP&F-Lionbridge/Office Lease 22 subject to then applicable law, ordinance and regulation, and this Lease shall, subject to this Section 17.1, remain in full force and effect. In performing such repair and reconstruction Landlord shall only be obligated to reconstruct the shell, core and common areas of that portion of the Building damaged or destroyed and the tenant improvements that are deemed Landlord’s property under Section 9.3 hereof. 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 if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant’s agents, officers, employees, contractors, licensees or invitees, then, during the period the Premises are rendered unusable by such damage, Tenant shall be entitled to retain all insurance proceeds payable a reduction in Base Rent in the proportion that the area of the Premises rendered unusable by reason of and with respect such damage bears to the total area of the Premises. Landlord shall not be obligated to restore or repair any damage to, or destruction to make any replacement of, any improvements constructed by Tenant, at Tenant’s sole cost and expense, including trade fixtures, or any movable furniture, equipment or personal property in the Premises. Tenant shall, at Tenant’s sole cost and expense, repair and replace all such improvements, movable furniture, equipment, trade fixtures and personal property. Such repair and replacement by Tenant shall be done in accordance with Article 9 hereof. Tenant hereby waives California Civil Code Sections 1932(2) and 1933(4). 17.2. If the Building or the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: receives Major Damage (i) the casualty must be insured under Landlord's insurance policiesas that term is hereinafter defined), and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation the right to repair and restore any personal property terminate this Lease on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring ’ prior written notice to Tenant given within ninety (90) days after the Parking Facilitydate of the occurrence of said damage or casualty. As used in this Section 17.2, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.term “Major Damage” is defined as:

Damage or Destruction. If(a) Borrower hereby irrevocably assigns, during the Term transfers and sets over to Agent all rights of this AgreementBorrower and Property Owner to any such business interruption/rent loss, the entire Parking Facility property and terrorism insurance proceeds, award or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonpayment. Subject to Section 7.12(b) hereof, shall be damaged or destroyed by fire or other casualty, then Landlord (i) Agent shall be entitled to retain collect and receive all business interruption/rent loss, property and terrorism insurance proceeds payable by reason of and with respect to the damage Premises on account of a Casualty and until disbursed such proceeds shall constitute additional security for the Obligations, (ii) Borrower hereby irrevocably authorizes and empowers Agent, in the name of Borrower or destruction Property Owner or otherwise, to file for and prosecute in its own name what would otherwise be Borrower’s or Property Owner’s claim for any such insurance proceeds and to collect such proceeds and (iii) Agent may participate in all proceedings and negotiations in connection with such proceeds subject to the Premises other provisions of this Section 7.12 and Landlord Borrower and Property Owner will deliver or cause to be delivered to Agent all instruments requested by Agent to permit such participation; provided, however, that Agent shall rebuild be under no obligation to question or reconstruct maximize the Parking Facility amount of the proceeds or obtain any particular amount of proceeds. Although it is hereby expressly agreed that the same shall not be necessary, and in any event, Borrower shall, and shall cause Property Owner to, upon demand of Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such proceeds to Agent, free and clear of any encumbrances of any kind or nature whatsoever. Agent may be represented by counsel satisfactory to it, the reasonable expenses of which shall be paid by Borrower. (b) Notwithstanding Section 7.12(a) hereof, so long as no Default or Event of Default shall have occurred and shall then be continuing and provided Borrower or Property Owner promptly files all claims and diligently prosecutes same, Borrower or Property Owner shall have the right to collect and receive all such insurance proceeds and file, adjust, settle and prosecute any claim for such insurance proceeds and Agent shall not file, adjust, settle or prosecute such a claim or participate in the proceedings or negotiations thereof except for (i) business interruption/rent loss insurance claims and (ii) property or terrorism insurance claims on account of which the insurance proceeds thereof are reasonably expected to be or are greater than $500,000 (the “Casualty Proceeds Disbursement Threshold”), and provided that, in any event, Borrower shall not and shall not permit Property Owner to agree to any adjustment or settlement of any such claim payable with respect to a Casualty the property and terrorism insurance proceeds with respect to which are reasonably expected to be greater than the Casualty Proceeds Disbursement Threshold without Agent’s prior consent. Borrower shall promptly after demand pay to Agent all reasonable costs and expenses (including the fee of any insurance consultant or adjuster and reasonable attorneys’ fees and disbursements) incurred by Agent in connection with a Casualty and seeking and obtaining any insurance proceeds, award or payment with respect thereto. Net Proceeds held by Agent, together with any interest earned thereon, shall constitute additional security for the payment of the Obligations (a security interest therein being granted hereby), until disbursed in accordance with this Section 7.12 or Section 7.14 hereof, as the case may be. Notwithstanding the foregoing, or anything else herein, to the contrary, all proceeds of business interruption/rent loss insurance may be collected by and shall be paid to Agent and applied in accordance with Section 7.12(g) hereof. (c) Borrower shall, and cause Property Owner to, use all insurance proceeds actually received by Borrower or Property Owner for Restoration. Borrower shall, or shall cause Property Owner to, at its and Property Owner’s sole cost and expense, promptly commence and diligently and continuously perform to completion the Restoration in a commercially reasonable good and efficient workmanlike manner and in compliance with all Legal Requirements and the requirements of the Permitted Encumbrances, the Property Management Agreement, the Franchise Agreement and the Leases, or cause Property Owner to do so, whether or not Borrower shall have satisfied the requirements of Section 7.12(d) hereof in order to cause the Net Proceeds to be made available for such Restoration and whether or not such insurance proceeds on account of the Casualty shall be sufficient for such purpose. (d) In the case of any Casualty with respect to which the property and terrorism insurance proceeds payable are less than the Casualty Proceeds Disbursement Threshold, the Net Proceeds shall be payable directly to Borrower or Property Owner (or if paid to Agent, Agent shall disburse same to Borrower or Property Owner) for Restoration. In the case of any Casualty with respect to which the property and terrorism insurance proceeds payable are equal to or greater than the Casualty Proceeds Disbursement Threshold, the Net Proceeds shall be held by Agent, if Agent so elects, as a part of the Collateral and shall be made available to Borrower for the Restoration of the Premises from time to time as the Restoration progresses, subject to compliance by Borrower with Section 7.2(a) hereof and satisfaction of the following terms and conditions: conditions for each disbursement (each a “Release Condition” and collectively, the “Release Conditions”): (i) No First Tier Default or Event of Default shall have occurred and be continuing; (ii) Agent shall have been provided an Appraisal certifying that upon completion of the casualty must Restoration (and, if applicable, completion of the any remaining Required Improvements not yet furnished, installed or constructed), the outstanding principal balance of the Loan, plus, unless the Lenders’ Commitments or other obligation to make Earn-Out Disbursements have terminated or lapsed as provided herein, the amount of all undisbursed Loan proceeds allocated for Earn-Out Disbursements, shall not exceed sixty-five percent (65%) of the Appraised Value; (iii) Borrower shall have demonstrated to the satisfaction of Agent that the Restoration can be insured under Landlord's completed at least six (6) months prior to the Maturity Date, or such earlier time as may be required by applicable Legal Requirements; (iv) To the extent, in Agent’s reasonable judgment, the Net Proceeds are insufficient to pay the costs of the Restoration, Borrower shall have, if requested by Agent, deposited with Agent sums in an amount at least equal to the excess, if any, of Agent’s reasonable estimate of the costs of the Restoration over the amount of Net Proceeds received by Agent with respect to such Casualty, which additional sums shall be disbursed by Agent prior to any disbursements of insurance policiesproceeds; (v) Borrower shall have demonstrated to the satisfaction of Agent that sufficient funds are available to through the rent and/or business interruption insurance deposited with Agent pursuant to Section 7.12(g) hereof and/or cash deposited with Agent to be disbursed in accordance with Section 7.12(g) hereof, to pay all debt service with respect to the Loan and all operating expenses with respect to the Premises during the period reasonably estimated by Agent as necessary for the completion of the Restoration; (vi) intentionally omitted; (vii) Agent shall have received architectural and/or engineering plans and specifications for the Restoration and an estimate of the costs and expenses of the Restoration, all of which shall be in form reasonably acceptable to Agent; (viii) Prior to any disbursement by Agent, the following information and documentation shall have been obtained by Borrower, at Borrower’s expense, and Landlordsubmitted to Agent, which information and documentation shall be in form and substance reasonably satisfactory to Agent: (A) A request for disbursement signed by Borrower, accompanied by billing statements, vouchers or invoices, which request for disbursement shall expressly warrant that the work with respect to which the advance is requested has been performed in all material respects in accordance with the approved plans and specifications for the Restoration; (B) Proof that all invoices for labor and materials previously submitted by Borrower and approved and reimbursed by Agent have been paid, except for those the subject of the current request for disbursement; (C) Lien waivers for all payees under previous requests for advances; (D) A report from Borrower’s obligation is limited architect or if Agent shall elect, such consultant as Agent shall retain, which shall specify the percentage of completion of the Restoration, shall provide detailed comments on specific work performed since the date of the last such report, and, if required by Agent, an estimate of the cost to complete the Restoration after taking into account the work then completed; (E) At the request of Agent, an endorsement of the Title Insurance Policy, which endorsement shall show no liens of record other than Permitted Encumbrances or additional encumbrances not acceptable to Agent; (F) Copies of the architect, trade contract and all other material agreements pursuant to which the Restoration shall be done, and which also shall be reasonably satisfactory to Agent as to the party performing the construction obligations thereunder; (G) An assignment to Agent of all such agreements, together with the written consent to such assignments by all parties to such contracts and an agreement to continue performance thereunder at Agent’s request; and (H) Such other information and documentation as Agent may reasonably request regarding the Improvements and the Restoration and the cost thereof. Notwithstanding the foregoing, if Agent does not elect to hold the Net Proceeds with respect to any Casualty equal to or greater than the Casualty Proceeds Disbursement Threshold, Borrower shall not disburse any Net Proceeds other than in accordance with the conditions of this Section 7.12(d) and Sections 7.12(e) and 7.12(f) hereof to the extent requested by Agent. (e) If one or more of the insurance proceeds received by Landlord, Release Conditions set forth in subsection (ii) Landlord’s duty to repair through (vii) of Section 7.12(d) hereof are not satisfied within one hundred and restore twenty (120) days from and after the Premises shall not begin until receipt date of the insurance proceedsCasualty, then all Net Proceeds shall be applied in accordance with Section 7.14 hereof. If an Event of Default occurs, all Net Proceeds shall also be applied in accordance with Section 7.14 hereof. If a First Tier Default occurs, or one or more of the Release Conditions set forth in subsection (iiiviii) Landlordof Section 7.12(d) hereof are not satisfied, Agent shall, with respect to the applicable disbursement, continue to hold the Net Proceeds until those conditions are satisfied or, if applicable, such First Tier Default ceases to exist, subject to the other terms of this Section 7.12(e). (f) All reasonable costs and expenses incurred by Agent in connection with making the Net Proceeds available for the Restoration (including reasonable attorneys’ fees and disbursements and reasonable fees and actual out-of-pocket expenses of Agent’s lender(sconstruction consultants and inspectors) must permit shall be paid by Borrower. Any Net Proceeds remaining after the Restoration and the payment in full of all costs incurred in connection with the Restoration will be distributed by Agent to Borrower or Property Owner. (g) Business interruption/rent loss insurance proceeds to of Borrower and Property Owner shall be used deposited into an interest-bearing account or subaccount of Agent as further security for such repair and restoration, the Obligations (iv) Landlord a security interest therein being granted hereby). Provided no Default or Event of Default shall have no obligation occurred and be continuing, Agent shall use such proceeds to repair pay of Interest, principal due and restore any personal property on payable under Section 2.4 hereof and other sums that become due and payable under the Premises belonging to Tenant Loan Documents as and when due and after payment or any reservation of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant such sums for any reason caused by Landlord during the Term of this Agreement calendar month, at Borrower’s written request from time to time on a monthly basis, Agent shall disburse such proceeds to Borrower to pay for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing reasonable and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part necessary Expenses of the Premises and/or incurred in the ordinary course of the ownership, maintenance and operation of the Premises for such calendar month and Approved FF&E Expenditures payable in such calendar month, in each case incurred in accordance with the applicable Operating Budget and Approved FF&E/Capital Expenditures Budget and provided that the payment of any such Expense is not prohibited by the terms hereof. Borrower, on behalf of itself and Property Owner, hereby grants to Agent a security interest in all rights of Borrower and Property Owner in and to such account and all sums on deposit therein as additional security for the Obligations. Upon the occurrence and during the continuation of an Event of Default, Agent shall have the rights and remedies with respect to such account specified in this Loan Agreement and in any other Loan Document. If held by Agent, the credit balance in such account or subaccount may be commingled with the general funds of Agent. Neither Agent nor Lenders shall be liable for any inconvenience loss of interest on or annoyance occasioned by any casualty and any resulting damagepenalty or charge assessed against the funds in, destruction, repairpayable on, or restorationcredited to such account as a result of the exercise by Agent of any of its rights, remedies or obligations hereunder or under any other Loan Document. Any interest earned on the balance of such account shall be deposited into such account and be applied with the balance of such account in accordance with this Section 7.12(g). Agent shall have sole control over such account. Any business interruption/rent loss insurance proceeds remaining after completion of the Restoration shall, at Agent’s election, be distributed to Borrower or applied as a mandatory prepayment of the Loan.

Damage or Destruction. If, during the Term (a) In case of this Agreement, the entire Parking Facility damage to or such portion thereof as shall render the Premises unsuitable for the continued conduct destruction of the Tenant’s and its invitees activities thereon, shall be damaged Master Lease Property or destroyed any part thereof by fire or other casualtycasualty ("Damage"), then Landlord shall be entitled Tenant will promptly give written notice thereof to retain Landlord. If the Damage is caused by an Insurable Casualty, Tenant shall, in accordance with the provisions of this Section and all insurance proceeds payable by reason other provisions of this Lease, restore the same as nearly as possible to its condition and character immediately prior to such Damage, subject to Tenant's right to make Alterations in substantial conformity with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesconditions of Section 13 hereof, and Landlord’s obligation is limited in conformity with the plans and specifications required to be prepared pursuant to Section 13 and subject to any restrictions imposed by Applicable Laws ("Restoration"), whether or not insurance proceeds are sufficient to pay in full the extent cost of the insurance proceeds received work. The Restoration shall be commenced within sixty (60) days after the loss is finally adjusted with the insurer, the plans, specifications and contract for the Restoration have been approved by Landlord under Section 15(b)(i) and (ii), and all necessary permits for the Restoration have been issued. Tenant shall pursue such adjustment of the loss, approvals of Landlord, (ii) Landlord’s duty and issuance of permits with reasonable diligence after the Damage. The Restoration shall be prosecuted and completed with reasonable diligence after its commencement, Unavoidable Delays excepted. Landlord shall cooperate fully with Tenant in order to repair obtain the largest possible insurance recovery and restore shall execute any and all consents and other instruments and take all other actions reasonably necessary to accomplish the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit same and to cause the insurance proceeds to be used paid as provided in Subsection (c) below. Version 10 (b) In the event that the cost of Restoration exceeds One Hundred Seventy Thousand Dollars ($170,000), Tenant agrees to furnish to Landlord at least twenty (20) days before the commencement of Restoration, the following: (i) Complete plans and specifications for Restoration prepared by a licensed and reputable architect reasonably satisfactory to Landlord (the "Architect"), which plans and specifications shall meet with the reasonable approval of Landlord, together with the approval thereof by all governmental authorities then exercising jurisdiction with regard to such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementwork, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing plans and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent specifications shall be and become the exclusive remedy sole and absolute property of Tenant against Landlord in the event that, for any reason, this Lease shall be terminated. (ii) A contract then customary in the trade with (A) the Architect, and (B) a reputable and responsible general contractor reasonably approved by Landlord, providing for the completion of Restoration in accordance with said plans and specifications, which contract shall meet with the reasonable approval of Landlord. (iii) Assignment of the contract with the Architect and the general contractor so furnished, duly executed and acknowledged by Tenant, the Architect and the general contractor, by their terms to be effective upon any termination of this Lease or upon Landlord's re-entry upon the Master Lease Property prior to the complete performance of such contracts. (c) All insurance proceeds payable on account of Damage shall be paid to Mortgagee (provided such Mortgagee is an Institutional Mortgagee) or to a trustee designated by Mortgagee ("Insurance Trustee") and applied to the payment of the cost of Restoration, including the cost of temporary repairs or for the protection of the Master Lease Property pending the completion of permanent work pursuant to the plans, specifications and contracts (all of which temporary repairs, protection of Master Lease Property and permanent work shall be deemed to be part of the Restoration). In the event of Damage in which the proceeds of insurance are Five Hundred Thousand Dollars ($500,000.00) or less, such proceeds shall be payable directly to Tenant, in trust, to be applied to the Restoration. Such funds shall be used only for such purposes until the Restoration is completed and any excess proceeds shall be retained by Tenant for its own account. In the event of Damage in which the proceeds of insurance exceed Five Hundred Thousand Dollars ($500,000.00), such proceeds shall be deposited with Mortgagee or with the Insurance Trustee in a bank in the Washington D.C. metropolitan area as designated by Landlord and, upon written request of Tenant, shall be paid out to Tenant from time to time (but no more often than once per month) as Restoration progresses, in trust, for the purposes of paying the cost of Restoration. The receipt by Landlord and its Mortgagee of the following are conditions precedent to each payment of insurance proceeds by the Mortgagee or Insurance Trustee to Tenant: (i) A requisition ("Requisition") signed by Tenant, dated not more than 30 days prior to such request, certifying the following: (A) that the sum then requested either has been paid by Tenant or is justly due to contractors, subcontractors, materialmen, engineers, architects or other persons who have rendered services or furnished materials for the portion of the Restoration therein specified, and giving a brief description of such services and material and the several amounts so paid or due to each of said persons in respect thereof, and stating that such amounts have not been the subject of any previous Requisition and do not exceed the value of the services and materials described in the Requisition, and stating, in reasonable detail, the progress of the work in connection with Restoration up to the date of the Requisition; (B) that, to the best of Tenant's knowledge, except for the amount set forth in the Requisition and except for any amount related to services or materials furnished after the date of the Requisition, there is no other amount then due for services or materials in connection with Restoration which, if unpaid, might become the basis of a casualty involving mechanic's, materialmen's, or similar lien upon the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole Master Lease Property or any part thereof; and (C) that, to the best of Tenant's knowledge, the Premises and/or materials, fixtures and equipment for any inconvenience or annoyance occasioned which payment is being requested pursuant to this Section are substantially in accordance with the plans and specifications approved by any casualty and any resulting damage, destruction, repair, or restorationLandlord.

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

Damage or Destruction. (a) In the event of damage to or destruction of any portion of the TDD Project resulting from fire or other casualty during the Term, the net proceeds of any insurance relating to such damage or destruction shall be paid into an account controlled by Developer’s lender, if any, that has a security interest in the portion of the TDD Project that was damaged (or in the event such portion of the District is not mortgaged for the benefit of Developer’s lender, then such account shall be controlled by Developer), and used in accordance with this Section of the Agreement ("Casualty Escrow"). (b) If, at any time during the Term of this AgreementTerm, the entire Parking Facility Project or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtya casualty (the "Damaged Facilities"), then Landlord Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to retain all insurance proceeds payable draw upon the Casualty Escrow for payment of said costs. Funds in the Casualty Escrow shall not be used for any purpose other than repair, restoration, and/or replacement of the Damaged Facilities until such repair, restoration, and/or replacement required by reason this Section is complete. (c) Nothing in this section will require the Developer to expend funds in excess of and with respect the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities. (d) Notwithstanding anything in this Section to the damage or destruction to contrary, the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: parties hereby agree that: (i) the The requirement in this Section that net casualty must insurance proceeds be insured under Landlord's insurance policiesdeposited into a Casualty Escrow, and LandlordDeveloper’s obligation is limited to repair, restore, and replace the extent Damaged Facilities, shall not apply where the Damaged Facilities consisted of the insurance proceeds received by Landlord, non-retail operations that do not generate TDD Sales Tax; and (ii) Landlord’s duty to repair and restore Upon the Premises shall not begin until receipt earlier of (A) satisfaction in full of the insurance proceedsKDOT Payment, or (iiiB) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant termination or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year expiration of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this KDOT Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as this Section of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation no further force or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationeffect.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such (a) If any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonProject is damaged by fire, shall be damaged or destroyed by fire earthquake, flood or other casualty, then or by any other cause of any kind or nature not caused by Tenant (the "Damaged Property") and the Damaged Property can, in the opinion of Landlord's architect reasonably exercised, be repaired within one hundred eighty (180) days from the date of the damage, Landlord shall proceed immediately to make such repairs as required by Section 10.01 (c). This Lease shall not terminate, but Tenant shall be entitled to retain all insurance proceeds a pro rata abatement of Annual Rent and Additional Rent payable by reason during the period commencing on the date of and with respect to the damage or destruction and ending on the date the Damaged Property is repaired as aforesaid and the Leased Premises are delivered to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the Tenant. The extent of rent abatement shall be based upon the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt portion of the insurance proceedsLeased Premises rendered untenantable, (iii) Landlord’s lender(s) must permit unfit or inaccessible for use by Tenant for the insurance proceeds to purposes stated in this Lease during such period. When required by this Article, the architect's opinion shall be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging delivered to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than within thirty (30) consecutive daysdays from the date of the damage. The architect's opinion shall be made in good faith after a thorough investigation of the facts required to make an informed judgment. The architect shall consider and include as part of his evaluation the period of time necessary to obtain the required approvals of the mortgagee, insurer, and municipal authorities, to order and obtain materials, and to engage contractors. Landlord, at Landlord's election, may also carry such other insurance, including, without limitation, comprehensive general liability insurance, that Landlord may deem appropriate, provided that such insurance is generally of the type and amount customarily carried by owners or tenants in projects similar to the Project, and the premiums for such insurance shall be included as part of the Operating Expenses. (b) If (1) in the opinion of Landlord's architect reasonably exercised, damage to the Damaged Property cannot be repaired within one hundred eighty (180) days from the date of the damage, or (2) Landlord commences and proceeds with due diligence but fails to complete the repair of the Damaged Property as required by paragraph (c) within the one hundred eighty (180) day period, subject to an extension of time allowed for an Excusable Delay, or (3) the Term will expire within one (1) year from the date of the damage and Tenant fails to extend the Term in accordance with any right granted in Section 2.02 within ninety (90) days from the date of the damage, either party may terminate this Lease as follows: for the reason stated in subparagraph (b) (1), by notice to the other within twenty (20) days from the date on which the architect's opinion is delivered to Tenant; (2) for the reason stated in subparagraph (b) (2), by such period during notice within twenty (20) days from the end of the one hundred eighty (180) day period, as it may have been extended by an Excusable Delay, and (3) for the reason stated in subparagraph (3), by such notice within one hundred (100) days from the date of the damage. Upon termination, Annual Rent and Additional Rent shall be apportioned as of the date of the damage and all prepaid Annual Rent and Additional Rent shall be repaid. (c) If neither party exercises its option to terminate hereunder Landlord shall, with due diligence, repair the Damaged Property as a complete architectural unit of substantially the same usefulness, design and construction existing immediately prior to the damage; provided, that, with respect to improvements or alterations made by Tenant after the commencement Date, Tenant shall pay all costs relating to such improvements or alterations. Tenant shall be entitled to a pro rata abatement of Annual Rent and Additional Rent in the manner and to the extent provided in paragraph (a). (d) If by operation of this Article Landlord undertakes but fails to complete repairs of the Damaged Property as required by the provisions of this Article and deliver the leased Premises to Tenant within two hundred seventy (270) days from the date of the damage, for any reason other than a material and adverse delay caused by Tenant, Tenant may exercise its rights under Section 24.02, failing which Landlord is repairing either party may terminate this Lease by notice to the other within three hundred (300) days from the date of the damage. If either party elects to terminate, this Lease and the Term shall end on the date specified in the notice and Annual Rent and Additional Rent shall be apportioned as of the date of the damage and all prepaid Annual Rent and Additional Rent shall be repaid. (e) The word "repair" shall include rebuilding, replacing, and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationDamaged Property.

Damage or Destruction. If, Section 11.01 If at any time during the Term of this AgreementLease Term, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct any of the Tenant’s and its invitees activities thereon, Demised Properties or any part thereof shall be damaged or destroyed by fire or other casualty of any kind or nature, Tenant shall promptly apply for all permits required by applicable Law, but in any event not later than sixty (60) days after the first date of such damage or destruction, and, upon issuance of such permits, thereafter diligently proceed to repair, replace or rebuild such Demised Property as nearly as possible to its condition and character immediately prior to such damage, with such variations and Alterations requested by Landlord as may be permitted under (and subject to the provisions of) Article 6 (the “Restoration Work”). Section 11.02 All property and casualty insurance proceeds payable to Landlord or Tenant (except (a) insurance proceeds payable to Tenant on account of the Tenant Equipment or Tenant’s inventory; and (b) insurance proceeds payable from property or comprehensive general public liability insurance) at any time as a result of casualty to the Demised Properties shall be paid jointly to Landlord and Tenant for purposes of payment for the cost of the Restoration Work, except as may be otherwise expressly set forth herein; provided, however that any such proceeds received by Landlord or Landlord and Tenant jointly, resulting from business interruption insurance maintained by Tenant in accordance with clause (a) of Section 10.02, shall be promptly delivered to Tenant upon Landlord’s or Landlord’s and Tenant’s joint receipt thereof. Landlord and Tenant shall cooperate in order to obtain the largest possible insurance award lawfully obtainable and shall execute any and all consents and other instruments and take all other actions necessary or desirable in order to effectuate same and to cause such proceeds to be paid as hereinbefore provided. The proceeds of any such insurance in the case of loss shall, to the extent necessary, be used first for the Restoration Work (including if completed by Landlord or a third party after any substitution of the applicable Demised Property pursuant to Article 31), to be disbursed in accordance with Section 11.04 to the extent the Net Award is in excess of the Threshold Amount. If insurance proceeds as a result of a casualty to the relevant Demised Property are insufficient to complete the Restoration Work necessary by reason of such casualty, then Landlord Tenant shall be entitled responsible for the payment of such amounts necessary to retain all insurance proceeds payable complete such Restoration Work. Section 11.03 Subject to the terms hereof, this Lease shall not be affected in any manner by reason of the total or partial destruction to any Demised Property or any part thereof, and with respect Tenant, notwithstanding any applicable Law, present or future, waives, to the damage fullest extent permitted by Law, all rights to quit or surrender any Demised Property or any portion thereof because of the total or partial destruction of any Demised Property (prior to the Premises and expiration of this Lease). Without limiting the foregoing, no Rent shall xxxxx as a result of any casualty. Section 11.04 If any Net Award is in excess of the Threshold Amount, Landlord (or Landlord’s Mortgagee if required by any Landlord’s Mortgage) shall rebuild or reconstruct hold the Parking Facility Net Award in a commercially reasonable fund (the “Restoration Fund”) and efficient manner subject to disburse amounts from the Restoration Fund in accordance with the following terms and conditions: : (a) prior to commencement of restoration, (i) the casualty must be insured under Landlord's insurance policiesarchitects, contracts, contractors, plans and Landlord’s obligation is limited to specifications and a budget for the extent of the insurance proceeds received restoration shall have been reasonably approved by Landlord, (ii) Landlord and Landlord’s duty Mortgagee shall be provided with mechanics’ lien insurance (if available) and acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety acceptable to repair Landlord, and restore name Landlord and Landlord’s Mortgagee as additional dual obligees, and (iii) appropriate waivers of mechanics’ and materialmen’s liens shall have been filed; (b) at the Premises time of any disbursement, no mechanics’ or materialmen’s liens shall have been filed against any of the Demised Properties and remain undischarged; (c) disbursements shall be made from time to time in an amount not begin until exceeding the cost of the Restoration Work completed since the last disbursement, upon receipt of (i) satisfactory evidence, including architects’ certificates, of (x) the insurance proceedsstage of completion, (y) the estimated total cost of completion and (z) performance of the Restoration Work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (ii) waivers of liens for any work for which disbursements were previously made, and waiver of liens for payments made in connection with the requested disbursement, subject only to receipt of payment therefor, (iii) Landlord’s lender(s) must permit contractors’ and subcontractors’ sworn statements as to completed Work and the insurance proceeds to be used cost thereof for such repair which payment is requested and restoration, (iv) other evidence of cost and payment so that Landlord and Landlord’s Mortgagee can verify that the amounts disbursed from time to time are represented by Work that is completed, in place and free and clear of mechanics’ and materialmen’s lien claims; (d) each request for disbursement shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any be accompanied by a certificate of Tenant’s employees, contractorssigned by the president or a vice president of Tenant, agents or inviteesdescribing the Restoration Work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such Restoration Work and, upon completion of the Restoration Work, stating that the Restoration Work has been fully completed and complies with the applicable requirements of this Lease; (ve) Landlord may retain ten percent (10%) of the Restoration Fund until the Restoration Work is fully completed; (f) If the Restoration Fund is held by Landlord, the Restoration Fund shall have no obligation not be commingled with Landlord’s other funds; and (g) such other reasonable conditions as Landlord or Landlord’s Mortgagee may impose for purposes of confirming completion of the Restoration Work and the cost thereof. Prior to restore commencement of restoration and at any time during restoration, if the damage or destruction estimated cost of completing the Restoration Work free and clear of all liens, as reasonably determined by Landlord, exceeds the amount of the Net Award available for such restoration (the difference between the estimated cost and the Net Award, the “Shortfall Amount”), then Tenant shall be required to directly pay for all Restoration Work costs up to the Shortfall Amount, prior to utilizing (or to complete Landlord disbursing) any restoration) during the last year portion of the Term or of Net Award to pay for such Restoration Work. Should any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as balance of the Commencement Date. During Net Award remain after the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement completion of the rent Restoration Work, such balance shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationpaid to Landlord.

Damage or Destruction. (a) If, during the Term of this AgreementLease term, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be premises hereby leased are damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited but not to the extent that Tenant is prevented from carrying on business in the premises, Landlord shall promptly cause such damage to be repaired; if such damage renders a substantial portion of the insurance proceeds received premises untenantable, the rent reserved hereunder (except Tenant’s share of any charges for water) shall be reduced during the period of its untenantability proportionately to the amount by Landlordwhich the area so rendered untenantable bears to the entire area leased hereunder, (ii) Landlord’s duty to repair and restore such reduction shall be apportioned from the Premises shall not begin until receipt date of the insurance proceedscasualty to the date when the leased premises are rendered fully tenantable. Notwithstanding the foregoing, (iii) Landlordin the event such fire or other casualty damages or destroys any of Tenant’s lender(s) must permit leasehold improvements, alterations, betterments, fixtures or equipment, Tenant shall cause the insurance proceeds same to be used for such repair repaired or restored at Tenant’s sole cost and restoration, (iv) expense and Landlord shall have no obligation to liability for the restoration or repair and restore any personal property on thereof. (b) If, during the Premises belonging to Tenant Lease term, the premises or any a substantial portion of Tenant’s employeesthe building in which the premises is situated are rendered wholly untenantable as the result of fire, contractorsthe elements, agents unavoidable accident or inviteesother casualty, (v) Landlord shall have no obligation the option either to restore the damage or destruction (premises to their condition immediately prior to the casualty or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLease, and (vi) Landlord such option shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused be exercised by Landlord during the Term of this Agreement for a period of more than by written notice to Tenant within thirty (30) consecutive daysdays after the fire, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxxaccident or casualty. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in In the event of a casualty involving such termination, the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use rent reserved hereunder shall be adjusted as of the whole or any part date of the Premises and/or for any inconvenience fire, accident or annoyance occasioned by any casualty casualty. If Landlord elects to restore the premises, such restoration shall be completed as promptly as reasonably possible and any resulting damage, destruction, repair, or restorationthe rent reserved hereunder shall xxxxx until the premises are again rendered tenantable.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, demised premises shall be partially damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to cause without the damage fault or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any neglect of Tenant’s , Tenant's agents, servants, employees, contractors, agents visitors or inviteeslicensees, (v) Landlord the damages shall have no obligation to restore be repaired by and at the damage or destruction (or to complete any restoration) during the last year expense of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLandlord, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent until such repairs shall be made shall be apportioned according to the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or demised premises which is tenantable or used by Tenant. If such partial damage is due to the fault or neglect of Tenant or Tenant's agents, servants, employees, contractors, visitors or licensees, there shall be no apportionment or abatement of rent, and Tenant shall, at its sole cost, promptly restore the demised premises to their original condition. No liability shall accrue for reasonable delay which may arise by reason of adjustment of insurance on the part of Landlord, for reasonable delay on account of "labor troubles," or any inconvenience other cause beyond Landlord's control. If more than twenty-five percent (25%) of the rentable area of the demised premises is damaged to the extent that Tenant cannot occupy such portion of the rentable area of the demised premises or annoyance occasioned such rentable area is rendered wholly untenantable in Landlord's reasonable judgment by any casualty and any resulting damage, destruction, repairfire or other cause, or restorationif the Building shall be so damaged that Landlord shall decide to demolish it or to rebuild it, then in any of such events either party may elect to cancel this lease by providing written notice thereof to the other party within ninety (90) days after the occurrence of such fire or other cause, and thereupon the term of this lease shall expire by lapse of time upon the third day after such notice is given, and Tenant shall vacate the demised premises and surrender the same to Landlord. However, if such damage is without the fault or neglect of Tenant, Tenant's agents, servants, employees, contractors, visitors or licensees and if the lease is not cancelled pursuant to the terms hereof then rent under this lease shall be apportioned according to the part of the demised premises which is tenantable or used by Tenant until the restoration is complete.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility Subleased Premises or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, access thereto shall be damaged or destroyed by fire or other casualtycasualty and Master Landlord or Sublandlord elects to terminate the Master Lease as a result thereof, then Landlord this Sublease shall terminate and the fixed monthly basic rent shall be entitled apportioned as of the termination date. In addition, both parties shall have the right to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditionsterminate this Sublease: (i) by giving written notice (which notice shall include the casualty must effective date of such termination, which date shall not be insured under Landlord's insurance policies, and earlier than the thirtieth (30th) day after such notice is given) to the other within sixty (60) days after receipt of Master Landlord’s obligation estimate of the restoration period if the period of restoration will exceed, in Master Landlord’s architect’s or contractor’s opinion, two hundred seventy (270) days from the date of the casualty. If this Sublease is limited not terminated pursuant to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty preceding paragraph and Master Landlord is obligated to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation elects to restore the damage or destruction (or from a casualty, then such restoration shall be to complete any restoration) during substantially the last year of condition that existed prior to the Term or of any Option Period if Tenant has delivered notice that it is not renewing casualty except for modifications required by applicable law and/or modifications to the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Common Facilities deemed desirable by Master Landlord. Neither Sublandlord nor Master Landlord shall rebuild be required to repair or reconstruct replace any of Subtenant’s Property or any leasehold improvements not existing in the Parking Facility to a configuration substantially equivalent to that configuration which existed Subleased Premises as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term date of this Agreement for a period of more than thirty (30) consecutive daysSublease. Subtenant shall at its expense, includingpromptly restore Subtenant’s Property and any improvements in the Subleased Premises which neither Master Landlord nor Sublandlord are obligated to restore, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement following restoration of the rent Subleased Premises to the stage that Subtenant is permitted access to the Subleased Premises to commence such restoration. Neither Sublandlord nor Master Landlord shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or liable for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repairto Subtenant or its visitors, or restorationinjury to Subtenant’s business resulting in any way from such damage or the repair thereof, except that Sublandlord shall allow Subtenant a proportionate abatement of all Rent and other charges during the time and to the extent the Subleased Premises are unfit for occupancy by Subtenant as a result such casualty; provide that if such a material portion of the Subleased Premises are unfit for occupancy such that Subtenant cannot reasonably operate therefrom, all Rent and other charges shall xxxxx in full. Notwithstanding the forgoing, the amount of abatement of Rent and other charges provided under this Section 17 shall not exceed the amount of abatement of Rent (as defined under the Master Lease) Sublandlord shall have actually received under the Master Lease with respect to the Subleased Premises.

Damage or Destruction. IfNotwithstanding anything to the contrary contained in this Sublease, during in the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by event any fire or other casualtycasualty renders the whole or any material part of the Premises or the Building untenantable, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: such event (i) if the casualty must be insured Master Lease terminates according to its terms or because either Landlord or Sublandlord exercises a right under Landlord's insurance policiesthe Master Lease to terminate the Master Lease, then this Sublease shall terminate upon termination of the Master Lease, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty if the Master Lease does not terminate according to repair its terms, and restore if neither Landlord nor Sublandlord exercises a right to terminate the Master Lease, then this Sublease shall remain in full force and effect, and for so long as any portion of the Premises are untenantable Base Rent shall not begin until receipt xxxxx pro rata based upon the area of the insurance proceeds, (iii) Landlord’s lender(s) must permit Premises that is untenantable as compared to the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year total area of the Term or of any Option Period if Tenant has delivered notice that it is not renewing Premises. Notwithstanding the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementforegoing, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving that entitles Sublandlord to terminate the Lease, upon request timely made by Subtenant Sublandlord shall exercise its right to terminate the Lease so long as exercise of that right would not result in the creation of any additional liability on Sublandlord’s part, or any additional obligation to be performed by Sublandlord. The provisions of this Section 18 are Subtenant’s sole and exclusive rights and remedies in the event of a casualty. To the extent permitted by law, Subtenant waives the benefit of any law that provides to Subtenant any abatement or termination right by virtue of a casualty. In the event of a casualty where Subtenant is obligated to rebuild all or a portion of the improvements that constitute the Premises, Sublandlord and Subtenant shall cooperate in good faith to determine whether any portion of any insurance proceeds that may be made available to Sublandlord are properly attributable to improvements that Subtenant is required to rebuild. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use If so, Sublandlord will make that portion of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty insurance proceeds available to Subtenant on terms that are acceptable to Sublandlord’s insurer and any resulting damage, destruction, repair, or restorationotherwise on a commercially reasonable basis.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render A. If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other casualtyany peril, then Landlord shall restore the damage, except if this Lease is terminated pursuant to Section 12B, Section 12C, or Section 12G hereof. All proceeds of the insurance carried pursuant to Section 11.2 shall be entitled paid to retain all Landlord. The proceeds shall be used for the restoration of the damage, if the Lease is not terminated. Notwithstanding the foregoing, in the event Landlord is not the original Landlord named herein or a partnership in which one of the general partners is Xxxx X. Xxxx or a partnership of which Xxxx X. Xxxx is the general partner, and the Premises are to be restored, then the insurance proceeds payable shall be deposited with any institutional lender holding a mortgage or deed of trust against the Premises or if none, then such other institutional lender as agreed to by reason Landlord and Tenant, for disbursement of such funds for the purpose of restoration. As used herein, an "institutional lender" shall mean a bank, savings and with respect loan association, or insurance company. Upon receipt (or deposit) of such insurance proceeds, if applicable, and the issuance of all necessary governmental approvals, Landlord shall commence and diligently prosecute to completion the restoration of the Premises to substantially the same condition existing immediately prior to such damage, using the insurance proceeds. Landlord shall be responsible for paying any "deductible" amount that is excluded from earthquake insurance coverage, up to Four Hundred Eighty Thousand Dollars ($480,000); provided, however, that any such earthquake "deductible" paid by Landlord shall be amortized over a period equal to the damage remainder of the initial Lease Term and all remaining extension periods pursuant to Section 2.2 (whether or destruction not exercised) with interest on the unamortized balance at the then prevailing market rate Landlord would pay for borrowed funds to permanently finance such restoration from an institutional lender, and Tenant shall pay as additional monthly rent such amortization during the remainder of the initial term of this Lease and any extension of the Lease Term resulting from the exercise of any option to extend pursuant to Section 2.2. If Tenant becomes obligated to pay such amortization and does not exercise all of its options to extend the Lease Term pursuant to Section 2.2, then upon the expiration of the Lease Term, Tenant shall pay a lump sum payment to Landlord equal to the unamortized principal balance of the amount that is being so amortized. Tenant shall be responsible for paying any "deductible" amount that is excluded from any other type of insurance coverage. B. In the event the Premises and are damaged by any peril, whether or not covered by the insurance carried pursuant to Section 11.2, during the last year of the Lease Term (as it may be extended) to such an extent that the estimated cost to restore exceeds Five Hundred Thousand Dollars ($500,000), then Landlord shall rebuild or reconstruct have the Parking Facility in option to terminate this Lease by delivery to Tenant of a commercially reasonable and efficient manner subject written notice of election to terminate within thirty (30) days after the following terms and conditions: date the damage occurs. Notwithstanding the foregoing, Landlord may not so terminate this Lease pursuant to this Section 12B if (i) Tenant, at the casualty must be insured under time of such damage, has an unexercised option to further extend the Lease Term and Tenant exercises such option to so further extend the Lease Term within fifteen (15) days following Landlord's insurance policies, exercise of its option to terminate and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty Tenant agrees in writing as provided in Section 12G that in the event Landlord does not for any reason receive sufficient funds from insurance proceeds or Tenant to repair and restore the Premises that the amount of such insufficiency shall be amortized and Tenant shall pay as additional rent such amortization in the manner provided in Section 12G. C. If the Premises are damaged by any peril and Landlord does not begin until receipt elect to terminate this Lease or is not entitled to terminate this Lease pursuant to this Section 12, then as soon as reasonably practicable, Landlord shall furnish Tenant with the written opinion of Landlord's architect or construction consultant as to when the restoration work required of Landlord may be completed and the estimated cost of such restoration work. Tenant shall have the following options to terminate this Lease, which may be exercised only by delivery to Landlord of a written notice of election to terminate within fifteen (15) days after Tenant receives from Landlord the estimate of the insurance proceeds, time needed to complete such restoration: (iiii) Landlord’s lender(s) must permit Tenant may terminate this Lease if the Premises are damaged by a peril (whether or not covered by the insurance proceeds required to be used for such repair and restoration, (iv) Landlord shall have no obligation carried pursuant to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restorationSection 11.2) during the last year of the Lease Term and such damage cannot be substantially restored within ninety (90) days following the date of such damage. (ii) Tenant may terminate this Lease in the event the Premises are damaged by any peril (whether or of any Option Period if Tenant has delivered notice that it is not renewing covered by the Term of this Agreement insurance required to be carried pursuant to Section 2.2 11.2) and the restoration cannot be completed by Landlord within one hundred eighty (180) days after the date of such damage. D. If this Lease is terminated by the proper exercise of an option to terminate granted to Landlord or if Tenant has no more extension options pursuant by this Lease, then (i) this Lease shall terminate fifteen (15) days after the date the option to this Agreementterminate is properly exercised, (ii) the Base Monthly Rent and all other charges due hereunder shall be prorated as of the date of termination, (iii) Landlord shall be entitled to all proceeds payable under any insurance including loss of rental income, and (viiv) neither Landlord nor Tenant shall rebuild have any further rights or reconstruct obligations under this Lease except for those that have accrued prior to the Parking Facility date of termination, subject to a the survival of the indemnities contained in Section 10 and Section 18. E. Landlord's obligation (should it elect or be obligated to repair or rebuild) shall be limited to the following: (i) the structural parts of the Building; (ii) all building service equipment and utility systems; and (iii) all interior walls, light fixtures, floor and wall coverings, and other interior improvements (excluding Tenant's trade fixtures, business equipment and other personal property) to substantially the same extent of the level and quality of interior improvement as existed as of the Commencement Date but in the configuration substantially equivalent of such interior improvements as existed on the date of such damage. If Tenant has installed leasehold improvements which increase the level and quality of interior improvement to the Premises over and above that configuration which existed as of the Commencement Date, Tenant shall be responsible for the restoration of such higher level of interior improvement. During Notwithstanding the period foregoing: (i) if Tenant has during the Lease Term installed permanent partitions resulting in which a higher percentage of the Parking floor area of the Premises being devoted to offices and conference rooms than existed as of the Commencement Date, Tenant shall only be obligated to restore the Premises so that it has substantially the same percentage of floor area devoted to offices and conference rooms as existed as of the Commencement Date; and (ii) if the level of finishes existing prior to the damage was of a substantially higher level of quality than are customarily installed in comparable space in Cupertino, Tenant shall only be obligated to restore the Premises to that level of finish as is unavailable customary for comparable space in Cupertino, but in no event to a Tenant for any reason caused by Landlord during quality of finish that is lower than existed as of the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Commencement Date. Tenant shall xxxxxpay for and complete the replacement or repair of its trade fixtures, business equipment and personal property to the extent necessary for the continued operation of Tenant's business in the Premises. The abatement Subject to the provisions of the rent Section 12A, all insurance shall be the exclusive remedy of Tenant against made available to Landlord to permit it to discharge its obligations under this Lease regarding restoration; provided, however, that in the event of restoration only Tenant shall receive proceeds payable under the insurance carried pursuant to Section 11.2 that are fairly allocable to the leasehold improvements installed at the expense of Tenant, to the extent any proceeds remain after deducting that portion attributable to the improvements Landlord is obligated to repair or rebuild in accordance with the foregoing (including any improvements Tenant made which are integrated into building systems such as HVAC or electrical). F. In the event of any damage to the Premises which does not result in a casualty involving termination of this Lease, the Base Monthly Rent and other sums payable hereunder shall be temporarily abated proportionately with the degree to which Tenant's use of the Premises is impaired by such damage (based upon the ratio of Building area rendered unusable to the total Building area), commencing from the date of such damage or destruction and continuing during the period required by Landlord to complete its restoration of the Premises. Tenant hereby waives all claims against However, such abatement shall occur only to the extent of the proceeds of rental abatement insurance actually recovered by Landlord. G. In the event the Premises are damaged by a peril and Landlord does not for any compensation reason receive sufficient funds from insurance proceeds or damage for loss Tenant to restore the Premises as required by this Section 12, then Landlord may terminate this Lease; provided, however, that if insurance proceeds are insufficient to restore the Premises because of use a "deductible" amount that is excluded from insurance coverage and such "deductible" amount is less than Four Hundred Eighty Thousand Dollars ($480,000), this Section 12G shall not apply but instead the provisions of Section 12A shall apply. Notwithstanding the foregoing, Landlord may not so terminate this Lease pursuant to this Section 12G, and shall restore the Premises, if Tenant, within fifteen (15) days after Landlord exercises such option to terminate, agrees in writing as follows: (i) the amount by which the funds received by Landlord (including insurance proceeds and any "deductible" paid in cash by Tenant) are insufficient to pay the restoration costs shall be amortized over the remainder of the whole initial Lease Term and all remaining extension periods pursuant to Section 2.2 (whether or any part not exercised) with interest on the unamortized balance at the then prevailing market rate Landlord would pay for borrowed funds to permanently finance such restoration from an institutional lender following completion; (ii) Tenant shall pay as additional rent such monthly amortization for the remainder of the Premises and/or for any inconvenience Lease Term (as it may be extended); and (iii) if the Lease Term expires or annoyance occasioned otherwise terminates before the end of the period over which such costs were amortized, upon such expiration or termination Tenant shall pay a lump sum payment equal to the unamortized principal balance of such amortized costs. H. Any amortization required to be paid by any casualty and any resulting damage, destruction, repair, or restorationTenant pursuant to this Section 12 shall be paid by Tenant as additional rent in addition to the Base Monthly Rent.

Damage or Destruction. If(a) The Borrower shall notify the Administrative Agent promptly of any Event of Damage (other than a Minor Loss) in accordance with the terms of Section 5.04(b)(i). All amounts and proceeds (including instruments) in respect of the proceeds of any property, during builders' risk, delayed start up, marine cargo and marine cargo delayed start up, boiler and business interruption policies (the Term of this Agreement, "Insurance Proceeds") (other than for a Minor Loss) shall be paid by the entire Parking Facility or such portion thereof as shall render respective insurers directly to the Premises unsuitable Collateral Agent for the continued conduct benefit of the Tenant’s Secured Parties and its invitees activities thereonthe Borrower as set forth in this Agreement and the UBOC Account Control Agreement and, except for the proceeds of delayed start-up and business interruption insurance, which shall be damaged or destroyed by fire or other casualtydeposited into the Concentration Account, then Landlord all such proceeds shall be entitled to retain all insurance proceeds payable by reason of and deposited into the Insurance/Condemnation Proceeds Account. All Insurance Proceeds with respect to any Minor Loss shall be paid by the damage or destruction respective insurers directly to the Premises Borrower. (b) If there shall occur any Event of Damage (other than a Minor Loss) and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: if either (i) the casualty must be insured under Landlord's insurance policiesAdministrative Agent shall have received certifications of the Borrower and opinions of the Independent Engineer acceptable to the Administrative Agent to the effect that the Restoration Conditions are satisfied or (ii) if such Restoration Conditions are not satisfied, the Required Lenders shall consent, the Borrower shall commence and Landlord’s obligation is limited complete such Restoration diligently and promptly at its expense to the extent not otherwise paid or reimbursed in accordance with the next clause (c). The Administrative Agent shall direct the Collateral Agent to disburse to the Borrower the Insurance Proceeds received with respect to such Event of Damage from time to time as provided in the UBOC Account Control Agreement to pay or to reimburse the Borrower for the cost of Restoration. The plans and specifications for the Restoration shall be subject to prior review and approval in all respects by the Administrative Agent in consultation with the Independent Engineer. Provided that no Default other than any Default caused by such Event of Damage shall have occurred and be continuing and that all Restoration Conditions shall have been satisfied, all Insurance Proceeds received by the Collateral Agent in an amount of ten million Dollars ($10,000,000) or less per occurrence shall be paid to the Borrower in a lump sum payment and applied to the prompt payment of the cost of Restoration. The Borrower shall undertake and complete such Restoration promptly and diligently at its expense to the extent not covered by such Insurance Proceeds in accordance with the plans and specifications for Restoration as approved by the Administrative Agent in consultation with the Independent Engineer. (c) In all other cases, all Insurance Proceeds (other than proceeds of delayed start-up and business interruption insurance) held by the Collateral Agent arising out of such Event of Damage (after deducting all reasonable expenses of the Collateral Agent and the Borrower in collecting the same) shall be disbursed to pay the cost of the Restoration in accordance with the UBOC Account Control Agreement. All proceeds of delayed start-up and business interruption insurance proceeds received by Landlordshall be promptly deposited into the Concentration Account and shall constitute Project Revenues of the Borrower for all purposes hereunder and under the other Loan Documents. (d) In the event (i) the conditions to disbursement provided in the UBOC Account Control Agreement are not satisfied and such failure continues unremedied for six (6) months, (ii) Landlord’s duty to repair and restore any Insurance Proceeds remain with the Premises shall not begin until receipt Collateral Agent after completion of the insurance proceedsRestoration, or (iii) Landlord’s lender(sthe Restoration Conditions are not satisfied and such failure continues unremedied for six (6) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facilitymonths, the rental payable by Tenant shall xxxxx. The abatement of the rent Insurance Proceeds shall be the exclusive remedy of Tenant against Landlord applied in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationaccordance with Section 2.10(b).

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility Building or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be partially or totally damaged or destroyed by fire or other casualtycasualty (and if this Lease shall not be terminated as in this Article 19 hereinafter provided), then (i) Landlord shall be entitled repair the damage to retain all insurance proceeds payable by reason and restore and rebuild the Building and the core and shell of the Premises (excluding Tenant’s improvements and betterments and the property which is deemed Tenant’s Property pursuant to Section 12.02 hereof) with respect reasonable dispatch after notice to the it of such damage or destruction to and the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent collection of the insurance proceeds received attributable to such damage (“Landlord’s Restoration Work”), and (ii) Tenant shall repair the damage to and restore and repair Tenant’s improvements and betterments and the property which is deemed Tenant’s Property pursuant to Section 12.02 hereof, all to the extent necessary for Tenant to continue to conduct its business operations from the Premises, with reasonable dispatch after the substantial completion of Landlord’s repairs and restoration of the core and shell of the Premises provided for in clause (a) above (“Tenant’s Restoration Work”). Such work by Tenant shall be deemed Alterations for the purposes of Article 11 hereof. Provided that this Lease shall not be terminated by Landlord or Tenant, the proceeds of policies providing coverage for Tenant’s improvements and betterments shall, (x) be paid to Tenant if the same shall be disbursed by Tenant’s insurance company in progress payments agreed to by Landlord and Tenant to fund the cost of Tenant’s Restoration Work as the performance of such work progresses, or (y) if such proceeds shall be disbursed by Tenant’s insurance company in a “lump sum”, or single advance payment, be paid to Landlord and segregated in an escrow account with an agent (“Escrow Agent”) selected by Landlord and reasonably approved by Tenant for the purpose of the casualty in question, whereupon the proceeds shall be disbursed by Escrow Agent to Tenant in payment of the cost of Tenant’s Restoration Work as the performance of such work progresses, against certificates, in form and substance and certified by a person satisfactory to Landlord and Escrow Agent, showing that the disbursement to be made represents not more than ninety percent (90%) of the cost of the work and materials described in the certificate and that the estimated cost of completion of Tenant’s Restoration Work does not exceed the undisbursed balance of such proceeds (exclusive of the ten percent (10%) retention, which shall be released upon delivery to Landlord of true and complete copies of all necessary governmental permits and certificates for final approval of Tenant’s Restoration Work, together with a copy of Tenant’s “as-built” plans and specifications therefor). In the event of disbursement of the proceeds pursuant to clause (y) above, the balance of such proceeds shall be paid by Escrow Agent to Tenant upon the presentation of a like certificate, satisfactory to Landlord and Escrow Agent, evidencing that Tenant’s Restoration Work has been completed and that there are no mechanics’ or other liens outstanding relating thereto. Notwithstanding anything to the contrary contained herein, if this Lease shall be terminated by Landlord or Tenant pursuant to this Article 19, or if this Lease shall expire without Tenant’s Restoration Work having been performed, the proceeds of policies providing coverage for Tenant’s improvements and betterments shall be paid to Landlord. Tenant shall be solely responsible for (A) the amount of any deductible under the policy insuring Tenant’s improvements and betterments and (B) the amount, if any, by which the cost of repairing and restoring Tenant’s improvements and betterments exceeds the available insurance proceeds therefor. When operating under Section 19.01(b) hereof, or if this Lease shall be terminated or expire without Tenant’s Restoration Work having been performed, the amount due in accordance with subparagraph (A) above shall be Additional Charges under this Lease and payable by Tenant to Landlord upon demand. The proceeds of Tenant’s insurance policies with respect to Tenant’s Property shall be payable to Tenant. (b) Notwithstanding anything to the contrary contained in this Article, if in Landlord’s sole discretion, it would be appropriate for safety reasons, health reasons or the efficient operation or restoration of the Building for Landlord to perform all or a portion of Tenant’s Restoration Work on behalf of Tenant, then (i) Landlord shall give Tenant a notice specifying the portion of Tenant’s Restoration Work to be performed by Landlord (“Specified Restoration Work”), (ii) Landlord’s duty to repair Landlord shall perform such Specified Restoration Work and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit Tenant shall pay to Landlord (or Landlord shall retain from the insurance proceeds paid to be used for Landlord in accordance with Section 19.01(a) hereof) the cost of such repair and restoration, Specified Restoration Work within ten (iv10) Landlord days following the giving of Landlord’s written demand therefor (provided that Tenant shall have no obligation to repair and restore any personal property on received the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to insurance proceeds in accordance with Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.19.01(a)

Damage or Destruction. Ifa. Except as otherwise provided in this Paragraph 26, during if all or a portion of the Term Premises necessary for Tenant’s use and occupancy of this Agreementthe Premises (including the roof-top deck of the Building, the entire Parking Facility or such portion thereof as shall render Structure and the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Paseo) shall be damaged or destroyed by fire or other casualtycasualty and this Lease is not terminated as a result thereof, then Landlord shall be entitled to retain all insurance proceeds payable by reason of promptly rebuild and with respect restore the same to the damage condition existing immediately prior to such fire or destruction other casualty (“Landlord’s Restoration Work”). The proceeds of the policies required to be obtained and maintained by Landlord pursuant to Paragraph 15 hereof shall, to the Premises extent made available to Landlord, be used for the performance of such rebuilding and restoration work. b. Within sixty (60) days after Landlord becomes aware of such damage, Landlord shall rebuild deliver to Tenant an estimate prepared by a reputable architect, contractor or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject engineer selected by Landlord setting forth such architect’s, contractor’s or engineer’s estimate as to the following terms and conditions: time reasonably required to repair such damage in order to make the Premises (or such portion thereof) tenantable (“Landlord’s Damage Notice”). If (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to Restoration Work cannot, in the extent reasonable opinion of Landlord as set forth in Landlord’s Damage Notice, be substantially completed within twelve (12) months after the insurance proceeds received by Landlord, date of such damage or (ii) Landlord’s duty Restoration Work is not fully covered (other than deductible amounts) by the insurance carried (or required to be carried) by Landlord hereunder, and the shortfall is greater than $1,000,000.00 (the “Required Landlord Contribution”), then Landlord at its option exercised by written notice to Tenant within said sixty (60)-day period, may either (a) elect to repair the damage, in which event this Lease shall continue in full force and restore effect (unless terminated by Tenant in accordance with the Premises shall not begin until receipt provisions of the insurance proceedssubparagraph c. below), or (iiib) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed Lease as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused date specified by Landlord during in the Term of this Agreement for a period of more notice, which date shall be not less than thirty (30) consecutive daysdays 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’s Restoration Work shall not include and 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 request of Tenant (including those installed by Landlord at Tenant’s request, whether prior or subsequent to the commencement of the Lease term) and no damage to any of the foregoing shall entitle Tenant to any rent abatement, and Tenant shall, at Tenant’s sole cost and expense, repair and replace such items. All such repair and replacement of above Building standard Alterations shall be constructed by Tenant in accordance with Paragraph 9 above regarding Alterations. c. If Landlord has not terminated this Lease as provided above and Landlord’s Restoration Work can, in the reasonable opinion of Landlord as set forth in Landlord’s Damage Notice, be substantially completed within twelve (12) months after the date of such damage, Tenant shall not have the right to terminate this Lease. If such estimate is more than twelve (12) months from the date of such casualty, or if the damage occurs during the last twelve (12) months of the term of the Lease and Landlord’s Restoration Work cannot, in the reasonable opinion of Landlord as set forth in Landlord’s Damage Notice, be substantially completed within two (2) months after the date of such damage, Tenant by written notice to Landlord delivered within thirty (30) days after Tenant’s receipt of Landlord’s Damage Notice, may elect to terminate this Lease, in which event this Lease shall terminate on the thirtieth (30th) day after Tenant’s termination notice as if such date were the Expiration Date set forth herein. 1005628.07/SF 375170-00002/11-24-16/mrm/mrm -51- d. If, during the course of repair, it becomes reasonably apparent to Landlord that the time required to make the repairs is likely to materially exceed the estimate contained in Landlord’s Damage Notice, or any previously estimated Additional Repair Period, Landlord shall promptly give Tenant written notice specifying Landlord’s estimate of the number of additional days (the “Additional Repair Period”) required to make such repairs beyond the original estimate. If the Additional Repair Period exceeds ninety (90) days (which ninety (90)-day period shall be extended by the length of any delay in the completion of the repairs caused by events not within Landlord’s reasonable control or Tenant Restoration Delay (as defined below, provided that such extension shall not exceed 60 days unless caused by a Tenant Restoration Delay)), then Tenant may give notice to Landlord, within thirty (30) calendar days after Tenant receives notice of Landlord’s revised estimate, terminating this Lease as of the date thirty (30) days after Tenant’s notice. If Tenant does not give notice terminating the Lease within such period, Tenant shall not have any right to terminate this Lease by reason of such delay in completion of the repairs or any further delay in completion of the repairs. As used herein, “Tenant Restoration Delay” means any delay in completion of the repairs caused by Tenant, including, without limitation, any such delay caused by Tenant’s failure to respond to inquiries of Landlord regarding the repairs within a reasonable period during which Landlord is repairing and restoring of time, or caused by Tenant’s failure to grant Tenant’s approval of materials or finishes for the Parking Facilityrepairs within a reasonable period of time, or caused by any interference by Tenant, or Tenant’s agents, employees or contractors with the rental payable by Tenant shall xxxxx. The abatement performance of the rent repairs. After Landlord becomes aware of any occurrence that will, or is likely to, result in Tenant Restoration Delay, Landlord shall be the exclusive remedy use good faith efforts to promptly (and in any case, within ten (10) days thereof) notify Tenant of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use such occurrence together with Landlord’s then good faith estimate of the whole or any part probable duration of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationTenant Restoration Delay.

Damage or Destruction. IfIn 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 (excluding Tenant’s personal property, trade fixtures, equipment and any Tenant Improvements or alterations installed by or on behalf of Tenant) within six (6) 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 (excluding Tenant’s personal property, trade fixtures, equipment and any Tenant Improvements or alterations installed by or on behalf of Tenant) 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. (c) Notwithstanding anything to the contrary contained in Sections 7.7(a) or 7.7(b) above, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Leased Premises if (i) the cost to repair and restore the Building is twenty-five percent (25%) or more of the replacement cost of the entire Building prior to such damage or destruction, (ii) the holder of any mortgage or beneficiary of any deed of trust requires that Landlord’s insurance proceeds be paid to it, or (iii) when any damage thereto or to the Building occurs during the last eighteen (18) months of the Term. Under such circumstances, Landlord shall notify Tenant of its decision not to rebuild within ninety (90) days of such damage, whereupon the Lease shall terminate as of the date of such notice. (d) If neither Section 7.7(a) nor 7.7(b) above applies, Landlord shall so notify Tenant within ninety (90) days after the date of the damage or destruction and 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 if Landlord elects to reconstruct the Project and the Leased Premises, such election to be made at Landlord’s sole option, in which event (i) Landlord shall notify Tenant of such election within said ninety (90) day period, 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 deem desirable and such changes as may be required by applicable law) but excluding Tenant’s personal property, trade fixtures, equipment and any Tenant Improvements or alterations installed by or on behalf of Tenant. (e) During any period when Xxxxxx’s use of the Leased Premises is significantly impaired by damage or destruction, Base Rent shall xxxxx in proportion to the degree to which Xxxxxx’s use of the Leased Premises is impaired and Tenant does not actually use the Leased Premises until such time as the Leased Premises are made tenantable as reasonably determined by Xxxxxxxx; provided that no such rental abatement shall be permitted if the casualty is the result of the negligence or willful misconduct of Tenant or Tenant’s Representatives. (f) The proceeds from any insurance paid by reason of damage to or destruction of the Project or any part thereof insured by Landlord shall belong to and be paid to Landlord, subject to the rights of any mortgagee of Landlord’s interest in the Project or the beneficiary of any deed of trust which constitutes an encumbrance thereon. Tenant shall be responsible at its sole cost and expense for the repair, restoration and replacement of (i) its fixtures, furnishings, equipment, machinery, merchandise and personal property in the Leased Premises, and (ii) its alteration, additions and improvements. (g) Landlord’s repair and restoration obligations under this Section 7.7 shall not impair or otherwise affect the rights and obligations of the parties set forth elsewhere in this Lease. Subject to Section 7.7(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 repair thereof. Landlord and Xxxxxx agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Leased Premises or the Project with respect to the termination of this Lease and hereby waive the provisions of any present or future statute or law to the extent inconsistent therewith. (h) Tenant shall promptly replace or repair, at Tenant’s cost and expense. Tenant’s movable furniture, equipment, trade fixtures and other personal property in the Leased Premises which Tenant shall be responsible for insuring during the Term of this AgreementLease. (i) Tenant shall pay to Landlord, as Additional Rent, the entire Parking Facility or such portion thereof as shall render deductible amounts under the Premises unsuitable for insurance policies obtained by Landlord and Tenant under this Lease if the continued conduct proceeds are used to repair the Leased Premises. However, if other portions of the Tenant’s Building arc also damaged by said casualty and insurance proceeds are payable therefor, then Tenant shall only pay its invitees activities thereonProportionate Share of the deductible as reasonably determined by Landlord. If any portion of the Leased Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible, shall be damaged or destroyed by fire or other casualtyand Tenant does not voluntarily contribute any shortfall thereof, then Landlord shall be entitled have the right to retain all insurance proceeds payable terminate this Lease by reason delivering written notice of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging termination to Tenant or any within sixty (60) days after the date of Tenant’s employeesnotice to Tenant of such event, contractors, agents or invitees, (v) Landlord whereupon this Lease shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than terminate thirty (30) consecutive daysdays after Xxxxxx’s receipt of such notice, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. immediately vacate the Leased Premises and surrender possession thereof to Landlord in the condition required under this Lease. (j) The abatement respective rights and obligations of the rent shall be the exclusive remedy of Landlord and Tenant against Landlord in the event of a casualty involving any damage to or destruction of the Leased Premises, or any other portion of the Building or the Project, are governed exclusively by this Lease. Accordingly, Tenant hereby waives all claims against Landlord the provisions of any law to the contrary, including California Civil Code Sections 1932(2), 1933(4), 1941 and 1942 and any similar or successor laws and any other laws providing for any compensation or damage for loss the termination of use a lease upon destruction of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationleased property.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render Section 22.1 - Landlord's Obligation to Repair and Reconstruct. (a) If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be partially damaged or destroyed by fire or other casualtycasualty but are not thereby rendered untenantable in any manner, then Landlord shall cause the Premises to be repaired at Landlord's expense subject to Subsections (c) and (d) herein and the rent shall not be abated. If by reason of such occurrence the Premises shall be rendered untenantable only in part, Landlord shall cause the Premises to be repaired at Landlord's expense subject to Subsections (c) and (d) herein, and the Fixed Minimum Rent and Additional Charges shall be abated proportionately as to the portion of the Premises rendered untenantable until the earlier to occur of ninety (90) days after Landlord's restoration work has been substantially completed or the date the Premises so repaired has reopened for business. (b) Subject to Section 22.2, if the Premises shall be rendered wholly untenantable or inaccessible by reason of such occurrence, Landlord shall cause the Premises to be repaired at Landlord's expense in accordance with Subsection (c) herein (subject to reasonable delays occasioned by adjustment of losses with insurance carriers or for any cause beyond Landlord's control), and the Fixed Minimum Rent and Additional Charges shall be abated, until the earlier to occur of ninety (90) days after Landlord's restoration work has been substantially completed or the date the Premises so repaired has reopened for business. (c) If Landlord is required or elects to repair or reconstruct the Premises under the provisions of this Article XXII, its obligation shall be limited to those repairs to the Premises which were Landlord's obligation to perform pursuant to Exhibit SBG1.0. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly refixture and reconstruct the Premises and recommence business in all parts thereof. (d) Tenant shall not be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage damages, other than stated herein, from Landlord for the loss of the use of the whole or any part of the Premises and/or for or damage to Tenant's personal property or any inconvenience or annoyance occasioned by any casualty and any resulting such damage, destruction, repair, reconstruction or restoration.

Damage or Destruction. If, during (a) If the Term of this AgreementUnit, the entire Parking Facility Building 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 in this Article 31 hereinafter provided), (a) Landlord shall repair the damage to and restore and rebuild the Unit and the core and shell of the Premises (excluding the Leasehold Improvements and 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 (“Landlord’s Restoration Work”), and (b) Tenant shall repair the damage to and restore and repair all of the Leasehold Improvements and Tenant’s Property with reasonable dispatch after such damage or destruction dispatch after the substantial completion of Landlord’s repairs and restoration of the core and shell of the Premises provided for in clause (a) above (“Tenant’s Restoration Work”). (b) Notwithstanding anything to the contrary contained in this Article, if in Landlord’s commercially reasonable judgment, it would be appropriate for safety reasons, health reasons or the efficient operation or restoration of the Building (including restoration of the life safety systems or removal of hazardous materials) for Landlord to perform all or a portion of Tenant’s Restoration Work on behalf of Tenant, then (i) Landlord shall give Tenant a notice specifying the portion of Tenant’s Restoration Work to be performed by Landlord (“Specified Restoration Work”), (ii) Landlord shall perform such Specified Restoration Work and (iii) Tenant shall pay to Landlord (or Landlord shall retain from the insurance proceeds paid to Landlord in accordance with Section 31.01(a) hereof) the cost of such Specified Restoration Work within thirty (30) days following the giving of Landlord’s written demand therefor. Tenant shall promptly permit Landlord access to the Premises for the purpose of performing the Specified Restoration Work and any restoration work to the Building which is not the responsibility of Tenant hereunder. If required by Landlord in connection with the performance of the Specified Restoration Work or Landlord’s Restoration Work, Tenant shall promptly remove from the Premises all or such portion thereof items of Tenant’s Property as Landlord may require by written notice (“Tenant’s Property Removal Obligation”). In the event that Tenant fails to comply with Tenant’s Property Removal Obligation within ten (10) Business Days after the giving of such written notice by Landlord, Landlord shall render have the right to remove and store such Tenant’s Property at Tenant’s sole cost and expense and with no liability to Landlord. Tenant shall be solely responsible for arranging for any visits to the Premises unsuitable by Tenant’s insurance adjuster that may be desired by Tenant prior to the performance by Landlord or Tenant of Tenant’s Property Removal Obligation or the performance by Landlord of Landlord’s Restoration Work or the Specified Restoration Work and Landlord shall be under no obligation to delay the performance of same, nor shall Landlord have any liability to Tenant, in the event that Tenant fails to do so. 31.02 Subject to the provisions of Section 31.05 hereof, if on account of any fire or other casualty all or part of the Premises shall be untenantable or inaccessible by reason of any damage or destruction required by this Lease to be repaired or restored by Landlord, Fixed Rent and Additional Rent under Article 1 hereof shall be abated in the proportion that the untenantable or inaccessible area of the Premises bears to the total area of the Premises, for the continued conduct period from the date of the fire or other casualty to the earlier of (i) the date the damage or destruction so required to be repaired or restored by Landlord has been substantially repaired or restored (provided, however, that if such repairs or restoration would have been substantially completed at an earlier date but for Tenant’s having failed to reasonably cooperate with Landlord in effecting the same and its invitees activities thereonLandlord shall have provided to Tenant reasonable documentation of such failure and that the same was the sole cause of such delay, then such damage or destruction shall be deemed to have been substantially repaired or restored on such earlier date) and (ii) the date the Premises are accessible for the performance of repairs and restorations required to be performed by Tenant hereunder; provided, however, should Tenant reoccupy a portion of the Premises prior to the aforesaid date, Fixed Rent and Additional Rent under Article 1 hereof allocable to such reoccupied portion of the Premises bears to the total area of the Premises, shall be payable by Tenant from the date of such occupancy. (a) If the Unit shall be totally damaged or destroyed by fire or other casualty, then Landlord or if the Building shall be entitled to retain all insurance proceeds payable so damaged or destroyed by reason of and with respect to the damage fire or destruction to other casualty (whether or not the Premises and Landlord shall rebuild are damaged or reconstruct destroyed) that its repair or restoration will require more than two hundred seventy (270) days or the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period expenditure of more than thirty (30%) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement percent of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use full insurable value of the whole or any part of Unit immediately prior to the Premises and/or for any inconvenience or annoyance occasioned casualty, Landlord may terminate this Lease by any casualty and any resulting damage, destruction, repair, or restoration.giving Tenant notice to such effect within sixty

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

Damage or Destruction. If(a) Promptly, during and in any case within three (3) Business Days after the Term occurrence thereof, Borrower Parties shall notify Agent of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by any fire or other casualty, then Landlord Casualty with respect to any portion of any Property with an estimated claims value in excess of $100,000. Such notice also shall generally describe the nature and extent of such Casualty and set forth Borrower Parties’ best estimate of the cost of Restoration. (b) Agent shall be entitled to retain receive all insurance proceeds payable by reason of and with respect to any Property on account of a Casualty in excess of the damage Casualty Threshold. Each Borrower Party hereby irrevocably assigns, transfers and sets over to Agent all rights of such Borrower Party’s right to any such insurance proceeds, award or destruction payment. Each Borrower Party hereby irrevocably authorizes and empowers Agent, in the name of such Borrower Party or otherwise, to file for and prosecute in its own name what would otherwise be such Borrower Party’s claim for any such insurance proceeds. Notwithstanding the Premises foregoing, so long as no Event of Default shall have occurred and Landlord shall rebuild then be continuing and provided Borrower Parties promptly file all claims and diligently prosecutes same, Borrower Parties shall have the right to file, adjust, settle and prosecute any claim for such insurance proceeds; provided, however, that Borrower Parties shall not agree to any adjustment or reconstruct settlement of any such claim payable with respect to a Casualty the Parking Facility insurance proceeds with respect to which are greater than Casualty Threshold without Agent’s prior consent. Borrower Parties shall promptly after demand pay to Agent all reasonable costs and expenses (including the fee of any insurance consultant or adjuster and reasonable attorneys’ fees and disbursements) incurred by Agent in connection with a Casualty and seeking and obtaining any insurance proceeds, award or payment with respect thereto. Net Proceeds held by Agent, together with any interest earned thereon, shall constitute additional security for the payment of the Obligations (a security interest therein being granted hereby), until disbursed in accordance with this Section 4.12. 62383226 76 (c) Borrower Parties shall, at the sole cost and expense of Borrowers, promptly commence and diligently and continuously perform to completion the Restoration in a commercially reasonable good and efficient workmanlike manner subject and in compliance with all Legal Requirements and the requirements of the Permitted Encumbrances which, if not complied with could have a Material Adverse Effect, whether or not Borrower Parties shall have satisfied the requirements of Section 4.12(d) hereof in order to cause the following terms Net Proceeds to be made available for such Restoration and conditions: whether or not such insurance proceeds on account of the Casualty shall be sufficient for such purpose. (d) In the case of any Casualty with respect to which the insurance proceeds payable are less than the Casualty Threshold and provided that no Event of Default shall then exist, the Net Proceeds shall be held by Borrower Parties (or if required under the Management Agreement, Manager) to be applied and used for the Restoration. If the insurance proceeds are equal to or greater than the Casualty Threshold, the Net Proceeds shall be held by Agent, if Agent so elects, as a part of the Collateral and shall be applied or dealt with by Agent as follows: (i) The Net Proceeds shall be made available to reimburse Borrower Parties for the casualty must costs of Restoration or to be insured under Landlord's insurance policiesapplied directly to such costs provided that the following conditions are satisfied (each a “Release Condition” and collectively, the “Release Conditions”): (A) no Event of Default shall have occurred and Landlord’s obligation be continuing; (B) the loss is limited in an aggregate amount less than 25% of the Allocated Loan Amount of the affected Property (or such higher amount agreed to by Agent in its sole and absolute discretion); (C) Borrower Parties shall have demonstrated to the extent reasonable satisfaction of Agent that the insurance proceeds received Restoration can be completed at least six (6) months prior to the then-current Maturity Date, or such earlier time as may be required by Landlord, applicable Legal Requirements; (iiD) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Borrower Parties shall have no obligation demonstrated to repair and restore any personal property on the Premises belonging satisfaction of Agent that sufficient funds are available to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options Borrower Parties through rent and/or business interruption insurance maintained pursuant to this Agreement, cash, and/or a Letter of Credit or other similar cash-equivalent security reasonably satisfactory to Agent as to form, content and (vi) Landlord issuer, and which shall rebuild or reconstruct be for the Parking Facility benefit of Agent, to a configuration substantially equivalent pay all debt service with respect to that configuration which existed the Loan and all operating expenses with respect to the affected Property during the period reasonably estimated by Borrower Parties as necessary for the completion of the Commencement Date. During Restoration; 62383226 77 (E) If requested by Agent, Borrower Parties shall have provided Agent with a guaranty of completion satisfactory to Agent in form and content and as to guarantor which, among other things, guarantees the period timely and lien-free completion of the Restoration; (F) to the extent, in Agent’s reasonable judgment, the Net Proceeds are insufficient to pay the costs of the Restoration, Borrower Parties shall have provided Agent with a Letter of Credit, cash deposit or similar equivalent security in the amount of such deficiency in form, content and issuer satisfactory to Agent; (G) Agent shall have been provided an Appraisal or any Appraisal Update, certifying that upon completion of the repairs and restoration of the affected Property the Loan-to-Value Ratio shall not exceed sixty five percent (65%); and (H) Agent shall have received architectural plans and specifications for all restoration and repairs and an estimate of the costs and expenses of all such restoration and repairs, all of which shall be in form acceptable to Agent. (ii) Notwithstanding Section 4.12(d)(i) hereof, if Agent does not elect to hold the Parking is unavailable to a Tenant for Net Proceeds in excess of the Casualty Threshold, Borrower Parties shall not disburse any reason caused by Landlord during Net Proceeds other than in accordance with the Term conditions of this Agreement Section 4.12(d) and Sections 4.12(e) and 4.12(f) hereof. (e) If one or more of the Release Conditions are not satisfied or otherwise waived by Lender, all Net Proceeds shall be applied in accordance with Section 4.12(h) hereof. (f) All reasonable costs and expenses incurred by Agent in connection with making the Net Proceeds available for a period the Restoration (including reasonable attorneys’ fees and disbursements and reasonable fees and actual out-of-pocket expenses of more than thirty Agent’s construction consultants and inspectors) shall be paid by Borrowers. Any Net Proceeds (30) consecutive days, including, without limitation, any excess business interruption/rent loss proceeds, remaining after the Restoration and the payment in full of all costs incurred in connection with the Restoration shall, provided that no Default or Event of Default shall be continuing, be distributed by Agent to Borrowers. (g) Business interruption/rent loss insurance proceeds of Borrower Parties shall be deposited into either (i) an account or subaccount of Agent or (ii) an account at a bank or other financial institution approved by Agent (and in each case, segregated from other funds of Agent) and shall be disbursed to Borrower Parties each month in the amount equal to the proceeds allocable to such period month. Borrower Parties hereby grant to Agent a security interest in all rights of Borrower Parties in and to such account and all sums on deposit therein as additional security for the Obligations. Upon the occurrence and during which Landlord is repairing the continuation of an Event of Default, Agent shall 62383226 78 have the rights and restoring remedies with respect to such account specified in this Loan Agreement and in any other Loan Document, subject to the Parking FacilityManager SNDA. If held by Agent, the rental credit balance in such account or subaccount may not be commingled with the general funds of Agent. If not held by Agent, Borrower Parties shall cause the bank or financial institution at which such account is held to execute and deliver to Agent an Account Agreement with respect to such account in substantially the form as attached hereto as Exhibit B, Borrower shall pay all fees and costs with respect thereto and Borrower Parties shall not close such account without obtaining the prior consent of Agent. Neither Agent nor Lenders shall be liable for any loss of interest on or any penalty or charge assessed against the funds in, payable by Tenant shall xxxxx. The abatement on, or credited to such account as a result of the rent exercise by Agent of any of its rights, remedies or obligations hereunder or under any other Loan Document. Any interest earned on the balance of such account shall be deposited into such account and be applied with the exclusive remedy balance of Tenant against Landlord such account in accordance with this Section 4.12(g). Agent shall have sole control over such account. (h) Upon a Casualty, if the disposition of the Net Proceeds is governed by Section 4.12(e) hereof, at the option of Agent, the Loan shall be due and payable upon sixty (60) days’ written notice from Agent or, if earlier, the Maturity Date. Regardless of whether Agent shall so elect to accelerate the maturity of the Loan as aforesaid, Agent shall have the option to (a) make available the Net Proceeds to Borrowers for Restoration in the manner provided in Section 4.12(d) hereof or (b) apply the Net Proceeds to the Obligations, in such order and manner as Agent determines, as the case may be. (i) With respect to any Net Proceeds which Agent is required to make available (or otherwise elects to make available in its sole discretion), such Net Proceeds shall be disbursed to Borrower Parties from time to time in accordance with Agent’s standard construction lending practices and the upon the receipt of the following, each in form and substance satisfactory to Agent: (i) A request for disbursement signed by Borrowers, accompanied by billing statements, vouchers or invoices, which request for disbursement shall expressly warrant that the work with respect to which the advance is requested has been performed in accordance with the approved plans and specifications for the restoration or repair; (ii) Proof that all invoices for labor and materials previously submitted by Borrowers and approved and reimbursed or paid by Agent have been paid, except for those the subject of the current request for disbursement; (iii) Lien waivers for all payees under previous requests for disbursements; (iv) If requested by Agent, a report from Borrower Parties’ architect or, if Agent shall elect, Agent’s consultant, which shall specify the percentage of completion of restoration or repair, shall provide reasonably detailed comments on specific work performed since the date of the last such report, and, if required by Agent, an estimate of the cost to complete the restoration and repair after taking into account the work then completed; (v) At the request of Agent, an endorsement of the Title Insurance Policy, which endorsement shall show no Liens of record or additional encumbrances (other than Permitted Encumbrances) not acceptable to Agent; (vi) If requested by Agent, copies of the agreements pursuant to which the restoration or repair shall be done, all of which shall be in form and substance satisfactory to Agent, and which also shall be satisfactory to Agent as to the party performing the construction obligations thereunder; (vii) If requested by Agent, an assignment to Agent of all construction and design-professional contracts (which may be pursuant to the Mortgages and the Assignment of Agreements), together with the written consent to such assignments by all parties to such contracts (which may be included in any such contract); and (viii) Such other information and documentation as Agent may request regarding the Improvements and the restoration or repairs and the cost thereof. (j) Notwithstanding anything to the contrary contained in this Section 4.12, in the event of a casualty involving any conflict between the Premises. Tenant hereby waives all claims against Landlord for any compensation provisions of this Section 4.12 and the Ground Lease with respect to the payment or damage for loss application of use Net Proceeds, the provisions of the whole or Ground Lease shall control; provided that in all cases (i) the Release Conditions (D), (E), (F) and (H) set forth in Section 4.12(d) have been satisfied and (ii) the disbursement of any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.Net Proceeds shall be subject to Section 4.12

Damage or Destruction. If, Section 11.01 If at any time during the Term of this AgreementLease Term, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct any of the Tenant’s and its invitees activities thereon, Demised Properties or any part thereof shall be damaged or destroyed by fire or other casualty of any kind or nature, Tenant shall promptly apply for all permits required by applicable Law, but in any event not later than sixty (60) days after the first date of such damage or destruction, and, upon issuance of such permits, thereafter diligently proceed to repair, replace or rebuild such Demised Property as nearly as possible to its condition and character immediately prior to such damage, with such variations and Alterations requested by Landlord as may be permitted under (and subject to the provisions of) Article 6 (the “Restoration Work”). Section 11.02 All property and casualty insurance proceeds payable to Landlord or Tenant (except (a) insurance proceeds payable to Tenant on account of the Tenant Equipment or Tenant’s inventory; and (b) insurance proceeds payable from property or comprehensive general public liability insurance) at any time as a result of casualty to the Demised Properties shall be paid jointly to Landlord and Tenant for purposes of payment for the cost of the Restoration Work, except as may be otherwise expressly set forth herein; provided, however, that any such proceeds received by Landlord or Landlord and Tenant jointly, resulting from business interruption insurance maintained by Tenant in accordance with clause (a) of Section 10.02, shall be promptly delivered to Tenant upon Landlord’s or Landlord’s and Tenant’s joint receipt thereof. Landlord and Tenant shall cooperate in order to obtain the largest possible insurance award lawfully obtainable and shall execute any and all consents and other instruments and take all other actions necessary or desirable in order to effectuate same and to cause such proceeds to be paid as hereinbefore provided. The proceeds of any such insurance in the case of loss shall, to the extent necessary, be used first for the Restoration Work (including if completed by Landlord or a third party after any substitution of the applicable Demised Property pursuant to Article 31), to be disbursed in accordance with Section 11.04 to the extent the Net Award is in excess of the Threshold Amount. If insurance proceeds as a result of a casualty to the relevant Demised Property are insufficient to complete the Restoration Work necessary by reason of such casualty, then Landlord Tenant shall be entitled responsible for the payment of such amounts necessary to retain all insurance proceeds payable complete such Restoration Work. Section 11.03 Subject to the terms hereof, this Lease shall not be affected in any manner by reason of the total or partial destruction to any Demised Property or any part thereof, and with respect Tenant, notwithstanding any applicable Law, present or future, waives, to the damage fullest extent permitted by Law, all rights to quit or surrender any Demised Property or any portion thereof because of the total or partial destruction of any Demised Property (prior to the Premises and expiration of this Lease). Without limiting the foregoing, no Rent shall xxxxx as a result of any casualty. Section 11.04 If any Net Award is in excess of the Threshold Amount, Landlord (or Landlord’s Mortgagee if required by any Landlord’s Mortgage) shall rebuild or reconstruct hold the Parking Facility Net Award in a commercially reasonable fund (the “Restoration Fund”) and efficient manner subject to disburse amounts from the Restoration Fund in accordance with the following terms and conditions: : (a) prior to commencement of restoration, (i) the casualty must be insured under Landlord's insurance policiesarchitects, contracts, contractors, plans and Landlord’s obligation is limited to specifications and a budget for the extent of the insurance proceeds received restoration shall have been reasonably approved by Landlord, (ii) Landlord and Landlord’s duty Mortgagee shall be provided with mechanics’ lien insurance (if available) and acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety acceptable to repair Landlord, and restore name Landlord and Landlord’s Mortgagee as additional dual obligees, and (iii) appropriate waivers of mechanics’ and materialmen’s liens shall have been filed; (b) at the Premises time of any disbursement, no mechanics’ or materialmen’s liens shall have been filed against any of the Demised Properties and remain undischarged; (c) disbursements shall be made from time to time in an amount not begin until exceeding the cost of the Restoration Work completed since the last disbursement, upon receipt of (i) satisfactory evidence, including architects’ certificates, of (x) the insurance proceedsstage of completion, (y) the estimated total cost of completion and (z) performance of the Restoration Work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (ii) waivers of liens for any work for which disbursements were previously made, and waiver of liens for payments made in connection with the requested disbursement, subject only to receipt of payment therefor, (iii) Landlord’s lender(s) must permit contractors’ and subcontractors’ sworn statements as to completed Work and the insurance proceeds to be used cost thereof for such repair which payment is requested and restoration, (iv) other evidence of cost and payment so that Landlord and Landlord’s Mortgagee can verify that the amounts disbursed from time to time are represented by Work that is completed, in place and free and clear of mechanics’ and materialmen’s lien claims; (d) each request for disbursement shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any be accompanied by a certificate of Tenant’s employees, contractorssigned by the president or a vice president of Tenant, agents or inviteesdescribing the Restoration Work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such Restoration Work and, upon completion of the Restoration Work, stating that the Restoration Work has been fully completed and complies with the applicable requirements of this Lease; (ve) Landlord may retain ten percent (10%) of the Restoration Fund until the Restoration Work is fully completed; (f) If the Restoration Fund is held by Landlord, the Restoration Fund shall have no obligation not be commingled with Landlord’s other funds; and (g) such other reasonable conditions as Landlord or Landlord’s Mortgagee may impose for purposes of confirming completion of the Restoration Work and the cost thereof. Prior to restore commencement of restoration and at any time during restoration, if the damage or destruction estimated cost of completing the Restoration Work free and clear of all liens, as reasonably determined by Landlord, exceeds the amount of the Net Award available for such restoration (the difference between the estimated cost and the Net Award, the “Shortfall Amount”), then Tenant shall be required to directly pay for all Restoration Work costs up to the Shortfall Amount, prior to utilizing (or to complete Landlord disbursing) any restoration) during the last year portion of the Term or of Net Award to pay for such Restoration Work. Should any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as balance of the Commencement Date. During Net Award remain after the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement completion of the rent Restoration Work, such balance shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationpaid to Landlord.

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged --------------------- or destroyed by fire (in whole or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to in part) at any time during the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: Lease Term: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to Tenant to replace, repair of restore the Facility, except if caused by Landlord's willful misconduct; (ii) there shall be no abatement or reduction in the Fixed Rent or Equipment Rent, except if caused by Landlord's willful misconduct; (iii) Tenant shall promptly give written notice of such damage or destruction to Landlord, and (iv) Tenant shall promptly replace, repair, rebuild or restore the Facility to substantially the same condition and restore any personal property on value as an operating entity as existed prior to such damage or destruction, in accordance with plans and specifications approved in writing in advance by Landlord; provided, however, that if by reason of the Premises belonging extent of such damage or -------- ------- destruction the provisions of section 4.1(b) hereof are applicable, Tenant shall not commence such replacement, repair, rebuilding or restoration until (i) Landlord notifies Tenant that Landlord does not intend to give to Tenant the notice of termination provided for under Section 4.1(b) hereof or any (ii) the time for the Landlord to give the notice of Tenant’s employeestermination provided for in Section 4.1(b) lapses. Landlord will make available to Tenant so much of the net proceeds of the insurance maintained under Article III hereof as is necessary to pay the costs of such replacement, contractorsrepair, agents rebuilding or inviteesrestoration of the Facility, such proceeds to be made available only after actual receipt thereof by Landlord and as the work progresses, subject, however, to customary retainages and submission to ------- ------- Landlord of customary documentation to establish the percentage of completion and the absence of liens. (v) In the event the net proceeds of such insurance are not sufficient to pay in full the costs of such replacement, repair, rebuilding or restoration, Tenant shall nonetheless complete the work thereof and pay from its own moneys that portion of the costs thereof in excess of such insurance proceeds. (vi) All such replacements, repairs, rebuilding or restoration made pursuant to this Section 4.1, whether or not requiring the expenditure of Tenant's own money, shall automatically become a part of the Facility and be subject to this Lease Agreement as if the same were specifically described herein. (vii) Any balance of such insurance proceeds remaining after payment of all the costs of such replacement, repair, rebuilding or restoration returned to Landlord. (viii) Tenant shall be entitled to the proceeds of any insurance or portion thereof made for damage to any property which, at the time of such damage, is not part of the Facility and is owned by Tenant. (b) Notwithstanding the provisions of Section 4.1(a) above, if more than 30% of the monetary value of the Facility (exclusive of excavations and foundations) as reasonably determined by Landlord shall be damaged or destroyed and in Landlord's judgment it is not practicable or desirable to replace, repair, rebuild or restore the Facility, Landlord shall have no obligation the right to restore terminate this Lease Agreement and the leasehold estate created hereby by notice in writing given to Tenant within 30 days after the date of such damage or destruction, in which case (i) this Lease Agreement and the leasehold estate created hereby shall terminate as of the date such notice is given; (ii) all Fixed Rent, additional rent, and other rents, taxes and charges hereunder shall be prorated and paid to the date of such termination; and (iii) all of the proceeds of insurance with respect to such damage or destruction (or shall be paid to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, Landlord and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. have no claim thereto. (c) Tenant hereby waives all claims against Landlord for assumes and shall bear the entire risk of loss and damage to the Equipment from any compensation and every cause whatsoever. No loss or damage for loss of use of to the whole equipment or any part thereof shall impair any obligation of the Premises and/or for any inconvenience or annoyance occasioned lessee under this Lease Agreement which shall continue in full force and effect, except if caused by any casualty and any resulting damage, destruction, repair, or restorationLandlord's willful misconduct.

Damage or Destruction. If(a) Subject to the provisions of subsection (b) below, Buyer shall be bound to purchase the Property for the Purchase Price as required by the terms of this Agreement without regard to the occurrence during the Term Contract Period of this Agreementany damage to or destruction of the Property ("Contract Period Damage"). Buyer shall receive a credit in escrow in the amount of any insurance proceeds (net of reasonable costs incurred in securing such proceeds) collected by Seller prior to the Closing Date as a result of any Contract Period Damage and not expended by Seller on repair, replacement or restoration of the entire Parking Facility or Property pursuant to subsection (c) below, and Seller shall assign to Buyer all rights to such portion thereof insurance proceeds as shall render not have been collected by Seller prior to the Premises unsuitable for Closing Date. Seller shall regularly notify Buyer during the continued conduct Contract Period regarding the status of the Tenant’s and discussions Seller may have with its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and insurer with respect to the amount of insurance proceeds to be received in connection with any Contract Period Damage. (b) Notwithstanding the foregoing, if the cost of repair, replacement or restoration of the Property attributable to any Contract Period Damage exceeds twenty percent (20%) of the Purchase Price, Buyer may elect to terminate this Agreement by written notice to Seller given not more than ten (10) days following the event of damage or destruction and not later than one day prior to the Premises Closing Date; provided, however, that if the event of damage or destruction occurs within the ten (10) day period immediately preceding the Closing Date, the Closing Date shall be extended to that date which is eleven (11) days from the date of the damage or destruction. Upon termination of this Agreement pursuant to this subsection, Seller and Landlord Buyer shall rebuild instruct the Title Company to return the Deposit to Buyer. In the event Buyer does not timely elect to terminate this Agreement pursuant to this subsection, the provisions of subsection (a) above shall be applicable. (c) Upon the occurrence of any Contract Period Damage, Seller may, but shall not be obligated to, use any insurance proceeds collected with respect to such Contract Period Damage to repair, replace or reconstruct restore the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited Property to the extent reasonably feasible prior to the Closing Date. Seller's election to commence the repair, replacement or restoration of the insurance proceeds received by LandlordProperty prior to the Closing Date shall in no way imply that Seller has made any representation or warranty with respect to any work performed in connection with such repair, replacement or restoration (ii) Landlord’s duty "Seller's Repairs"). The plans, materials, choice of contractor and all other material aspects of the performance of Seller's Repairs shall be subject to repair Buyer's review and restore the Premises approval (which shall not begin until receipt be unreasonably withheld) and to the general disclaimer set forth in Section 2.3 above. In the event that Buyer does not approve any aspect of Seller's Repairs in writing within five (5) days following Seller's request for such approval, Seller may, at its option, terminate this Agreement by written notice delivered to Buyer on or before the insurance proceedsClosing Date. (d) Notwithstanding anything in this Agreement to the contrary, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair credited or assigned to Buyer pursuant to this Section 7.1 shall exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through the Closing Date, which proceeds shall be retained by Seller. (e) In the event of any conflict between the terms of this Section 7.1 and restorationthe terms of the Lease relating to the same subject matter, the terms of this Section 7.1 shall prevail. (ivf) Landlord shall have no obligation to repair and restore any personal property on If condemnation proceedings that affect the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, Property (v"Condemnation Proceedings") Landlord shall have no obligation to restore are commenced against the damage or destruction (or to complete any restoration) Property during the last year Contract Period, Seller shall promptly give written notice thereof to Buyer, and, provided that such Condemnation Proceedings adversely affect the operation of the Term or Property, Buyer may elect to terminate this Agreement by written notice to Seller given not more than ten (10) days following receipt of any Option Period Seller's notice and not later than one (1) day prior to the Closing Date; provided, however, that if Tenant has delivered Seller's notice of the Condemnation Proceedings is given within the ten (10) day period immediately preceding the Closing Date, the Closing Date shall be extended to that it date which is not renewing eleven (11) days from the Term date of Seller's notice. Upon termination of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options this subsection, Seller and Buyer shall instruct the Title Company to return the Deposit to Buyer. In the event Buyer does not timely elect to terminate this Agreement pursuant to this Agreementsubsection, and (vi) Landlord Buyer shall rebuild or reconstruct be bound to purchase the Parking Facility to a configuration substantially equivalent to that configuration which existed Property for the Purchase Price as of required by the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term terms of this Agreement for without regard to the occurrence during the Contract Period of any Condemnation Proceedings. Buyer shall receive a period credit in escrow in the amount of more than thirty any condemnation award (30net of reasonable costs incurred in securing such award) consecutive days, including, without limitation, collected and retained by Seller prior to the Closing Date as a result of any such period Condemnation Proceeding, and Seller shall assign to Buyer all rights to such condemnation award as shall not have been collected by Seller prior to the Closing Date. Seller shall regularly notify Buyer during which Landlord is repairing and restoring the Parking Facility, Contract Period regarding the rental payable by Tenant shall xxxxx. The abatement status of discussions Seller may have with the condemning authority with respect to the amount of the rent shall award to be the exclusive remedy of Tenant against Landlord received in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for connection with any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCondemnation Proceeding.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render Section 22.1 - Landlord's Obligation to Repair and Reconstruct. (a) If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be partially damaged or destroyed by fire or other casualtycasualty insurable under standard extended coverage insurance but are not thereby rendered unsuitable for the purposes contemplated hereunder in any manner, then Landlord shall cause the Premises to be repaired subject to Subsections (c) and (d) herein and Section 22.2, and the Fixed Minimum Rent and Additional Charges shall not be abated. If by reason of such occurrence the Premises shall be rendered unsuitable for the purposes contemplated hereunder only in part, Landlord shall cause the Premises to be repaired subject to Subsections (c) and (d) herein and Section 22.2, and the Fixed Minimum Rent and Additional Charges shall be abated proportionately as to the portion of the Premises rendered unsuitable for the purposes contemplated hereunder until the earlier to occur of sixty (60) days after Landxxxx'x xestoration work has been substantially completed or the date the Premises so repaired has reopened for business. (b) Subject to Section 22.2, if the Premises shall be rendered wholly unsuitable for the purposes contemplated hereunder by reason of such occurrence and the remainder of the term of the Lease (hereinafter called the "residual term") is two (2) Lease Years or more, Landlord shall cause the Premises to be repaired in accordance with Subsection (c) herein (subject to reasonable delays occasioned by adjustment of losses with insurance carriers or for any cause beyond Landlord's control), and the Fixed Minimum Rent and Additional Charges shall be abated until the earlier to occur of sixty (60) days after Landlord's restoration work has been substantially completed or the date the Premises so repaired has reopened for business. (c) If Landlord is required or elects to repair or reconstruct the Premises under the provisions of this Article XXII, its obligation shall be limited to those repairs to the Premises which were Landlord's obligation to perform for Tenant at the commencement date of this Lease. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly refixture and reconstruct the Premises and recommence business in all parts thereof. (d) Tenant shall not be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage damages, other than stated herein, from Landlord for the loss of the use of the whole or any part of the Premises and/or for or damage to Tenaxx'x xersonal property or any inconvenience or annoyance occasioned by any casualty and any resulting such damage, destruction, repair, reconstruction or restoration. Section 22.2 - Landlord's Option to Terminate. If (1) the Premises are rendered wholly untenantable, or damaged as a result of any cause which is not covered by Landlord's insurance; (2) the Premises are damaged or destroyed in whole or in part during the last two (2) Lease Years of the Term; or (3) the Shopping Center

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

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

Damage or Destruction. If19.01. If the Building, during the Term Unit 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 in this Article 19 hereinafter provided), then: (a) Landlord shall promptly settle any insurance claims and repair (or cause the Board of Managers to repair) the damage to and restore and rebuild the Building, the Unit and the core and shell of the Premises (excluding leasehold improvements, Tenant's improvements and betterments and Tenant's Property) diligently and in a workmanlike manner after notice to it of the damage or destruction, and (b) Tenant shall (i) at Tenant's option, restore all or such portion of Tenant's Property as Tenant may elect to restore and (ii) at Tenant's option, to be exercised separately with respect to each floor of the Premises, either (A) repair the damage to and restore such portion of the leasehold improvements on such floor (or, in the case of a floor on -117- which Tenant is not a full-floor tenant, the portion of such floor demised to Tenant) as shall, at a minimum, result in a usable open floor plan, including, without limitation, ceiling, lighting and floor coverings and any and all leasehold improvements which are required to be installed therein to permit such floor to be used in compliance with applicable Legal Requirements (herein collectively called the "IMPROVEMENTS RESTORATION WORK"); or (B) demolish the leasehold improvements located on such floor (or, in the case of a floor on which Tenant is not a full-floor tenant, the portion of such floor demised to Tenant) (herein called the "IMPROVEMENTS DEMOLITION WORK"), which Improvements Restoration Work or Improvements Demolition Work (as the case may be) shall be performed diligently and in a workmanlike manner after the substantial completion of Landlord's repairs and restoration of the core and shell of the Premises. The Improvements Restoration Work and the Improvements Demolition Work shall be deemed to constitute Alterations for the purposes of Article 11 hereof. The proceeds of policies providing coverage for leasehold improvements installed in the Premises shall be paid to Tenant, to be used by Tenant to perform the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be), to the extent Tenant is to perform the same, and otherwise to be retained by Tenant. If this lease shall be terminated by Landlord or Tenant pursuant to this Article 19, then Tenant shall retain the proceeds of policies providing coverage for leasehold improvements. Tenant shall be solely responsible for (1) the amount of any deductible under the policy insuring the leasehold improvements and (2) the amount, if any, by which the cost of the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be) exceeds the available insurance proceeds therefor. 19.02. If all or part of the Premises shall be damaged or destroyed or rendered completely or partially "UNTENANTABLE" (which, for purposes of this Agreementlease shall mean unusable for the conduct of Tenant's business in a manner which is consistent with Tenant's use within the thirty (30) day period prior to the occurrence of such casualty and Tenant ceases the operation of its business within the Premises or the affected portion thereof) or inaccessible on account of fire or other casualty, the Fixed Rent and the Additional Charges under Article 3 hereof shall be abated in the proportion that the untenantable area of the Premises bears to the total area of the Premises for the period from the date of the damage or destruction to (a) the date by which Tenant, acting diligently following Landlord's (or the Board of Managers') restoration of the damage to the core and shell of the Premises (exclusive of the leasehold improvements, Tenant's improvements and betterments and Tenant's Property), has or could have restored the leasehold improvements, Tenant's improvements and betterments and Tenant's Property and re-commenced the conduct of business from the affected portion of the Premises, or (b) if the Building or the Unit is so damaged or destroyed that the Premises are rendered untenantable due to insufficient access to the Premises, the date on which the Premises shall be made tenantable and sufficient access thereto shall be available; PROVIDED, HOWEVER, in the case of (a) or (b) above, should Tenant or any of its subtenants reoccupy a portion of the Premises for the conduct of business prior to the date that the Premises are substantially repaired or made tenantable, the Fixed Rent and the Additional Charges allocable to such reoccupied portion, based upon the proportion which the area of the reoccupied portion of the Premises bears to the total area of the Premises, shall be payable by Tenant from the date of such occupancy. In the event that fifty (50%) percent or more of the rentable area of any floor of the Premises is rendered untenantable and in Tenant's good faith judgment Tenant cannot use the tenantable portion of such floor for the conduct of Tenant's business in a manner which is consistent with Tenant's use within the thirty (30) day period prior to the occurrence of such casualty and Tenant ceases the operation of its business within the entire floor, such entire floor shall be deemed to be untenantable. In the event that fifty (50%) percent or more of the rentable area of the entire Premises is rendered untenantable and in Tenant's good faith judgment Tenant cannot use the tenantable portion of the Premises for the conduct of Tenant's business in a manner which is consistent with Tenant's use immediately prior to the occurrence of such casualty and Tenant ceases the operation of its business within the entire Premises, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be deemed to be untenantable. 19.03. If (a) the Building shall be seventy-five (75%) percent or more damaged or destroyed by fire or other casualty, then or if the Building or the Unit shall be so damaged or destroyed by fire or other casualty that its repair or restoration requires more than fifteen (15) months or the expenditure of more than forty (40%) percent of the full insurable value of the Building or the Unit, as the case may be, immediately prior to the casualty (as estimated by a reputable contractor, registered architect or licensed professional engineer designated by Landlord or the Board of Managers [herein called "LANDLORD'S EXPERT"], subject to Tenant's approval, which approval Tenant shall not unreasonably withhold, condition or delay) or (b) if the Premises shall be totally or substantially (I.E., for this purpose, more than fifty (50%) percent) damaged or destroyed and it would require ninety (90) days or more to restore the Building and the core and shell of the Premises during the last two (2) years of the term of this lease, as same may have been extended (as estimated in any such case by Landlord's Expert), and, if the circumstances set forth in clause (a) above have occurred, Landlord shall have canceled leases (including this lease) covering at least seventy-five (75%) percent of the office space in the Unit not occupied by Landlord or its Affiliates pursuant to which it may, under such circumstances, exercise a right of termination, then in any such case Landlord may terminate this lease by giving Tenant notice to such effect (herein called "LANDLORD'S CASUALTY TERMINATION NOTICE") as soon as practicable under the circumstances and in any event within one hundred five (105) days after the date of the casualty, and upon the giving of such notice this lease and the term and estate hereby granted shall terminate as of the date set forth in such notice (PROVIDED, HOWEVER, that if Tenant is then in occupancy of the Premises, Tenant shall have the right, to be exercised by written notice to Landlord given within thirty (30) days after Tenant's receipt of Landlord's termination notice, to extend the date set forth in Landlord's termination notice to a date up to one hundred twenty (120) days after the giving of Landlord's termination notice). (a) In the case of any damage or destruction mentioned in this Article 19, Tenant may terminate this lease by notice given to Landlord in accordance with the last sentence of this Section 19.04(a) if Landlord or the Board of Managers shall not have completed the making of the required repairs and restored and rebuilt the Building and the core and shell of the Premises within fifteen (15) months from the date of such damage or destruction (herein called the "RESTORATION COMPLETION DATE"; PROVIDED, HOWEVER, that if such damage or destruction shall occur and render untenantable twenty-five (25%) percent or more of the rentable area of the Premises at a time when there shall be less than two (2) years remaining in the term of this lease and Tenant shall not have exercised any right that it may have pursuant to the terms of this lease to extend the term of this lease, the Restoration Completion Date shall mean the date that is one hundred twenty (120) days from the date of such damage or destruction), or within such period after such date as shall equal the aggregate period Landlord may have been delayed in doing so by reasons of Force Majeure Causes. Except as expressly provided in this Section 19.04, Tenant shall not be entitled to retain all insurance proceeds terminate this lease and no damages, compensation or claim shall be payable by reason Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the core and with respect to the damage or destruction to shell of the Premises and or of the Building pursuant to this Article l9. Landlord shall rebuild use all reasonable efforts to make such repair or reconstruct restoration (or cause the Parking Facility Board of Managers to make such repair or restoration) diligently and in a commercially reasonable workmanlike manner and efficient in such manner subject as to not unreasonably interfere with Tenant's use and occupancy of the following terms and conditionsPremises; PROVIDED, HOWEVER, that: (i) Landlord or the casualty must Board of Managers shall not be insured under Landlord's insurance policies, and Landlord’s obligation is limited required to do such repair or restoration work on an overtime basis except to the extent that the cost of the insurance proceeds received such overtime work would be covered by Landlord, 's (or the Board of Managers') insurance or (ii) Landlord’s duty upon Tenant's written request and agreement to bear the incremental additional cost of same, Landlord or the Board of Managers shall perform the repair and restore restoration of the core and shell of the Premises shall not begin until receipt on an overtime basis. In the event that Tenant becomes entitled to terminate this lease and the term and estate hereby granted pursuant to the provisions of the insurance proceedsfirst sentence of this Section 19.04(a), (iii) Landlord’s lender(s) must permit Tenant may do so by giving a notice to such effect to Landlord at any time following the insurance proceeds date on which Tenant becomes so entitled but prior to be used for such the date on which Landlord completes its repair and restorationrestoration obligations set forth in this Article 19, (iv) and unless Landlord shall have no obligation to complete its repair and restore any personal property on restoration obligations set forth in this Article 19 prior to the Premises belonging to Tenant or any expiration of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysdays from Landlord's receipt of such notice, this lease and the term and estate hereby granted shall terminate as of such thirtieth (30th) day with the same force and effect as if such date were the Expiration Date specified herein. (b) Within seventy-five (75) days after the occurrence of any such damage or destruction, Landlord shall give Tenant notice of the date that, in the good faith judgment of Landlord's Expert, it estimates it or the Board of Managers shall be able to substantially complete the required repairs and restorations (herein called the "ANTICIPATED COMPLETION DATE") subject to delays for any of the causes described in Section 35.04 hereof. If Landlord shall fail to timely deliver such notice of the Anticipated Completion Date and such failure shall continue for ten (10) Business Days after Landlord's receipt of written notice from Tenant making specific reference to the right of Tenant contained in this sentence and if Landlord fails to deliver notice of the Anticipated Completion Date prior to the expiration of such ten (10) day period, or if the Anticipated Completion Date shall be after the Restoration Completion Date, or in the event it is determined pursuant to expedited arbitration conducted in accordance with the provisions of Section 39.04 hereof that based upon Landlord's progress the restoration could not be completed by the Anticipated Completion Date even with the use of overtime, Tenant shall have the right, within sixty (60) days after the notice of the Anticipated Completion Date has failed to be delivered or is given, as applicable, or within thirty (30) days after such determination is made, to terminate this lease by giving thirty (30) days notice of such termination to Landlord, and on the date set forth in such notice, which shall not in any event be more than ninety (90) days after the giving of such notice, this lease will terminate as if such date were the Expiration Date specified herein. If Tenant does not give such termination notice within said sixty (60) or thirty (30) day period, as applicable, then the Restoration Completion Date provided for herein shall automatically be deemed extended to the date which is thirty (30) days following the Anticipated Completion Date set forth in Landlord's notice or determined in such expedited arbitration proceeding, as applicable. In no event shall Landlord or the Board of Managers be liable to Tenant in the event the restoration is not completed on the Anticipated Completion Date (as extended for any of the causes described in Section 35.04 hereof) and Tenant's sole remedy shall be the termination right herein provided. 19.05. Landlord and Tenant shall cooperate with each other in connection with the collection of any insurance proceeds payable in respect of any casualty to the Building and/or Tenant's Property and in the performance of their respective restoration obligations, and shall comply with all reasonable requests made by each other in connection therewith, including, without limitation, the execution of any affidavits required by the applicable insurance companies. 19.06. Except to the extent expressly set forth in this Article 19, Tenant shall not be entitled to terminate this lease and Landlord and the Board of Managers shall have no liability to Tenant 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 19. 19.07. Landlord will not carry insurance of any kind on Tenant's Property or on Tenant's improvements and betterments or leasehold improvements and shall not be obligated to repair any damage to or replace any of the foregoing and Tenant agrees to look solely to its insurance for recovery of any damage to or loss of any of the foregoing. If Tenant shall fail to maintain such period during which insurance, and such failure shall continue for ten (10) Business Days after written notice by Landlord is repairing to Tenant specifying Landlord's self-help right if Tenant fails to remedy such failure, Landlord, at Landlord's election, shall have the right (in its sole discretion and restoring without any liability whatsoever if Landlord elects not to do so) to obtain such insurance on Tenant's Property, Tenant's improvements and betterments and the Parking Facilityleasehold improvements and the reasonable, the rental actual, out-of-pocket cost thereof shall be Additional Charges under this lease and payable by Tenant shall xxxxxto Landlord within thirty (30) days of request therefor. 19.08. The abatement provisions of the rent this Article 19 shall be the exclusive remedy deemed an express agreement governing any case of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation damage or damage for loss of use of the whole or any part destruction of the Premises and/or by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for any inconvenience or annoyance occasioned by any casualty such a contingency in the absence of an express agreement, and any resulting damageother law of like import, destructionnow or hereafter in force, repair, or restorationshall have no application in such case.

Damage or Destruction. If, Section 11.01 If at any time during the Term of this AgreementLease Term, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct any of the Tenant’s and its invitees activities thereon, Demised Properties or any part thereof shall be damaged or destroyed by fire or other casualty of any kind or nature, Tenant shall promptly apply for all permits required by applicable Law, but in any event not later than sixty (60) days after the first date of such damage or destruction, and, upon issuance of such permits, thereafter diligently proceed to repair, replace or rebuild such Demised Property as nearly as possible to its condition and character immediately prior to such damage, with such variations and Alterations requested by Landlord as may be permitted under (and subject to the provisions of) Article 6 (the “Restoration Work”). Section 11.02 All property and casualty insurance proceeds payable to Landlord or Tenant (except (a) insurance proceeds payable to Tenant on account of the Tenant Equipment or Tenant’s inventory; and (b) insurance proceeds payable from property or comprehensive general public liability insurance) at any time as a result of casualty to the Demised Properties shall be paid jointly to Landlord and Tenant for purposes of payment for the cost of the Restoration Work, except as may be otherwise expressly set forth herein; provided, however, that any such proceeds received by Landlord or Landlord and Tenant jointly, resulting from business interruption insurance maintained by Tenant in accordance with clause (a) of Section 10.02, shall be promptly delivered to Tenant upon Landlord’s or Landlord’s and Tenant’s joint receipt thereof. Landlord and Tenant shall cooperate in order to obtain the largest possible insurance award lawfully obtainable and shall execute any and all consents and other instruments and take all other actions necessary or desirable in order to effectuate same and to cause such proceeds to be paid as hereinbefore provided. The proceeds of any such insurance in the case of loss shall, to the extent necessary, be used first for the Restoration Work (including if completed by Landlord or a third party after any substitution of the applicable Demised Property pursuant to Article 31), to be disbursed in accordance with Section 11.04 to the extent the Net Award is in excess of the Threshold Amount. If insurance proceeds as a result of a casualty to the relevant Demised Property are insufficient to complete the Restoration Work necessary by reason of such casualty, then Landlord Tenant shall be entitled responsible for the payment of such amounts necessary to retain all insurance proceeds payable complete such Restoration Work. Section 11.03 Subject to the terms hereof, this Lease shall not be affected in any manner by reason of the total or partial destruction to any Demised Property or any part thereof, and with respect Tenant, notwithstanding any applicable Law, present or future, waives, to the damage fullest extent permitted by Law, all rights to quit or surrender any Demised Property or any portion thereof because of the total or partial destruction of any Demised Property (prior to the Premises and expiration of this Lease). Without limiting the foregoing, no Rent shall axxxx as a result of any casualty. Section 11.04 If any Net Award is in excess of the Threshold Amount, Landlord (or Landlord’s Mortgagee if required by any Landlord’s Mortgage) shall rebuild or reconstruct hold the Parking Facility Net Award in a commercially reasonable fund (the “Restoration Fund”) and efficient manner subject to disburse amounts from the Restoration Fund in accordance with the following terms and conditions: : (a) prior to commencement of restoration, (i) the casualty must be insured under Landlord's insurance policiesarchitects, contracts, contractors, plans and Landlord’s obligation is limited to specifications and a budget for the extent of the insurance proceeds received restoration shall have been reasonably approved by Landlord, (ii) Landlord and Landlord’s duty Mortgagee shall be provided with mechanics’ lien insurance (if available) and acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety acceptable to repair Landlord, and restore name Landlord and -15- A&R MASTER LAND AND BUILDING LEASE ACTIVE 230595713 Landlord’s Mortgagee as additional dual obligees, and (iii) appropriate waivers of mechanics’ and materialmen’s liens shall have been filed; (b) at the Premises time of any disbursement, no mechanics’ or materialmen’s liens shall have been filed against any of the Demised Properties and remain undischarged; (c) disbursements shall be made from time to time in an amount not begin until exceeding the cost of the Restoration Work completed since the last disbursement, upon receipt of (i) satisfactory evidence, including architects’ certificates, of (x) the insurance proceedsstage of completion, (y) the estimated total cost of completion and (z) performance of the Restoration Work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (ii) waivers of Liens for any work for which disbursements were previously made, and waiver of Liens for payments made in connection with the requested disbursement, subject only to receipt of payment therefor, (iii) Landlord’s lender(s) must permit contractors’ and subcontractors’ sworn statements as to completed Work and the insurance proceeds to be used cost thereof for such repair which payment is requested and restoration, (iv) other evidence of cost and payment so that Landlord and Landlord’s Mortgagee can verify that the amounts disbursed from time to time are represented by Work that is completed, in place and free and clear of mechanics’ and materialmen’s lien claims; (d) each request for disbursement shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any be accompanied by a certificate of Tenant’s employees, contractorssigned by the president or a vice president of Tenant, agents or inviteesdescribing the Restoration Work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such Restoration Work and, upon completion of the Restoration Work, stating that the Restoration Work has been fully completed and complies with the applicable requirements of this Lease; (ve) Landlord may retain ten percent (10%) of the Restoration Fund until the Restoration Work is fully completed; (f) If the Restoration Fund is held by Landlord, the Restoration Fund shall have no obligation not be commingled with Landlord’s other funds; and (g) such other reasonable conditions as Landlord or Landlord’s Mortgagee may impose for purposes of confirming completion of the Restoration Work and the cost thereof. Prior to restore commencement of restoration and at any time during restoration, if the damage or destruction estimated cost of completing the Restoration Work free and clear of all Liens, as reasonably determined by Landlord, exceeds the amount of the Net Award available for such restoration (the difference between the estimated cost and the Net Award, the “Shortfall Amount”), then Tenant shall be required to directly pay for all Restoration Work costs up to the Shortfall Amount, prior to utilizing (or to complete Landlord disbursing) any restoration) during the last year portion of the Term or of Net Award to pay for such Restoration Work. Should any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as balance of the Commencement Date. During Net Award remain after the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement completion of the rent Restoration Work, such balance shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationpaid to Landlord.

Damage or Destruction. IfIn 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 (excluding Tenant’s personal property, trade fixtures, equipment and any Tenant Improvements or alterations installed by or on behalf of Tenant) within six (6) 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 (excluding Tenant’s personal property, trade fixtures, equipment and any Tenant Improvements or alterations installed by or on behalf of Tenant) 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. (c) Notwithstanding anything to the contrary contained in Sections 7.7(a) or 7.7(b) above, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Leased Premises if (i) the cost to repair and restore the Building is twenty-five percent (25%) or more of the replacement cost of the entire Building prior to such damage or destruction, (ii) the holder of any mortgage or beneficiary of any deed of trust requires that Landlord’s insurance proceeds be paid to it, or (iii) when any damage thereto or to the Building occurs during the last eighteen (18) months of the Term. Under such circumstances, Landlord shall notify Tenant of its decision not to rebuild within ninety (90) days of such damage, whereupon the Lease shall terminate as of the date of such notice. (d) If neither Section 7.7(a) nor 7.7(b) above applies, Landlord shall so notify Tenant within ninety (90) days after the date of the damage or destruction and 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 if Landlord elects to reconstruct the Project and the Leased Premises, such election to be made at Landlord’s sole option, in which event (i) Landlord shall notify Tenant of such election within said ninety (90) day period, 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 deem desirable and such changes as may be required by applicable law) but excluding Tenant’s personal property, trade fixtures, equipment and any Tenant Improvements or alterations installed by or on behalf of Tenant. (e) During any period when Xxxxxx’s use of the Leased Premises is significantly impaired by damage or destruction, Base Rent shall xxxxx in proportion to the degree to which Xxxxxx’s use of the Leased Premises is impaired and Tenant does not actually use the Leased Premises until such time as the Leased Premises are made tenantable as reasonably determined by Landlord; provided that no such rental abatement shall be permitted if the casualty is the result of the negligence or willful misconduct of Tenant or Tenant’s Representatives. (f) The proceeds from any insurance paid by reason of damage to or destruction of the Project or any part thereof insured by Landlord shall belong to and be paid to Landlord, subject to the rights of any mortgagee of Landlord’s interest in the Project or the beneficiary of any deed of trust which constitutes an encumbrance thereon. Tenant shall be responsible at its sole cost and expense for the repair, restoration and replacement of (i) its fixtures, furnishings, equipment, machinery, merchandise and personal property in the Leased Premises, and (ii) its alteration, additions and improvements. (g) Landlord’s repair and restoration obligations under this Section 7.7 shall not impair or otherwise affect the rights and obligations of the parties set forth elsewhere in this Lease. Subject to Section 7.7(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 repair thereof. Landlord and Xxxxxx agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Leased Premises or the Project with respect to the termination of this Lease and hereby waive the provisions of any present or future statute or law to the extent inconsistent therewith. (h) Tenant shall promptly replace or repair, at Tenant’s cost and expense. Tenant’s movable furniture, equipment, trade fixtures and other personal property in the Leased Premises which Tenant shall be responsible for insuring during the Term of this AgreementLease. (i) Tenant shall pay to Landlord, as Additional Rent, the entire Parking Facility or such portion thereof as shall render deductible amounts under the Premises unsuitable for insurance policies obtained by Landlord and Tenant under this Lease if the continued conduct proceeds are used to repair the Leased Premises. However, if other portions of the Tenant’s Building arc also damaged by said casualty and insurance proceeds are payable therefor, then Tenant shall only pay its invitees activities thereonProportionate Share of the deductible as reasonably determined by Landlord. If any portion of the Leased Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible, shall be damaged or destroyed by fire or other casualtyand Tenant does not voluntarily contribute any shortfall thereof, then Landlord shall be entitled have the right to retain all insurance proceeds payable terminate this Lease by reason delivering written notice of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging termination to Tenant or any within sixty (60) days after the date of Tenant’s employeesnotice to Tenant of such event, contractors, agents or invitees, (v) Landlord whereupon this Lease shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than terminate thirty (30) consecutive daysdays after Xxxxxx’s receipt of such notice, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. immediately vacate the Leased Premises and surrender possession thereof to Landlord in the condition required under this Lease. (j) The abatement respective rights and obligations of the rent shall be the exclusive remedy of Landlord and Tenant against Landlord in the event of a casualty involving any damage to or destruction of the Leased Premises, or any other portion of the Building or the Project, are governed exclusively by this Lease. Accordingly, Tenant hereby waives all claims against Landlord the provisions of any law to the contrary, including California Civil Code Sections 1932(2), 1933(4), 1941 and 1942 and any similar or successor laws and any other laws providing for any compensation or damage for loss the termination of use a lease upon destruction of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationleased property.

Damage or Destruction. If(a) If the Premises or the Building are totally or partially damaged or destroyed, during then Landlord shall diligently repair and restore the Term Building and Premises, excepting only District’s trade fixtures; provided, however, that notwithstanding anything to the contrary, both Landlord and District shall have the right to cancel this Lease on ninety (90) days prior written notice given within thirty (30) days of this Agreementthe date of the casualty if, in District’s reasonable opinion, the entire Parking Facility or such portion thereof as shall render damage renders the Premises unsuitable inaccessible or the majority thereof unusable for the continued normal conduct of District’s operations then conducted on the TenantPremises, or if, in Landlord’s reasonable judgment the repair and its invitees activities thereonrestoration cannot be completed within one hundred eighty (180) days after the date of the damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or there is then left in the lease term less than twelve (12) full calendar months. If the Premises or any part thereof shall be damaged or destroyed by fire or other casualtydestroyed, then Landlord District shall be entitled provide prompt notice thereof to retain all insurance proceeds payable by reason of Landlord. (b) Landlord’s obligations to repair and with respect to reconstruct the damage or destruction to Building and the Premises and Landlord shall rebuild or reconstruct the Parking Facility as set forth in a commercially reasonable and efficient manner Section 16(a) are subject to the following terms and conditions: conditions precedent having been satisfied in Landlord’s reasonable judgment: (i) Landlord shall likely be able to obtain, or shall have obtained, all necessary governmental or quasi-government approvals and similar authorizations to rebuild the casualty must be insured under Landlord's insurance policiesBuilding as required herein, including, but not limited to, zoning approvals and Landlord’s obligation is limited permits. (ii) Landlord shall not have exercised its right to terminate the Lease to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty permitted to repair and restore the Premises shall not begin until receipt of the insurance proceeds, do so pursuant to Section 16.1(a). (iii) Landlord’s lender(s) must permit mortgagee shall have permitted the insurance proceeds to be used to repair and restore the Building. 16.2 If this Lease is terminated pursuant to Section 16.1, then Annual Rental shall be apportioned (based on the portion of the Premises that is usable or used after such damage or destruction) and paid to the date of termination. Whether or not the Lease is terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, District shall be required to pay Annual Rental only for the portion of the Premises that is usable while such repair and restoration are being made. 16.3 In the event that inadequate insurance proceeds are available for repair and restoration, (iv) Landlord this Lease shall have no obligation to repair and restore terminate and, any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term other provision of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking FacilityLease notwithstanding, the rental payable by Tenant shall xxxxx. The abatement of the rent District shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty entitled to damages, including indirect and any resulting damage, destruction, repair, or restorationconsequential damages.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord’s sole opinion, be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable 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 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 rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, 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 Landlord or Tenant shall have the option to terminate this Lease by giving written notice to the other party of the exercise of such option within sixty (60) days after such party learns of the necessity for repairs as the result of such damage. For purposes of the preceding sentence, the circumstances under which the Project will be deemed to be damaged to a substantial extent will include, without limitation any damage or destruction which either (a) for a period sixty (60) days renders more than twenty percent (20%) of the Premises unusable for Tenant’s business uses or (b) for a period of sixty (60) days results in Tenant being unable to operate its business in the Premises. 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 and any injury to or interference with respect to the Tenant’s business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture, furnishings, trade fixtures or equipment, and that Landlord shall rebuild not be obligated to repair any damage thereto or reconstruct replace the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiessame, and Landlord’s obligation is limited except to the extent of the insurance proceeds received by Landlord, (ii) claims arising from Landlord’s duty intentional misconduct or gross negligence (subject to repair the terms of Section 14(c) above). Except for proceeds relating to Tenant’s furniture, furnishings, trade fixtures and restore the Premises shall not begin until receipt of the insurance proceedsequipment, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Tenant acknowledges that Tenant shall have no obligation right to repair and restore any personal proceeds of insurance relating to property on the Premises belonging damage. With respect to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCalifornia Civil Code.

Damage or Destruction. If(a) If the Building 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 in this Article 19 hereinafter provided), (a) Landlord shall repair the damage to and restore and rebuild the Building and the core and shell of the Premises (excluding Tenant’s improvements and betterments and the property which is deemed Tenant’s Property pursuant to Section 12.02 hereof) with reasonable dispatch after notice to it of such damage or destruction and the collection of the insurance proceeds attributable to such damage (“Landlord’s Restoration Work”), and (b) Tenant shall repair the damage to and restore and repair Tenant’s improvements and betterments and the property which is deemed Tenant’s Property pursuant to Section 12.02 hereof with reasonable dispatch after the substantial completion of Landlord’s repairs and restoration of the core and shell of the Premises provided for in clause (a) above (“Tenant’s Restoration Work”). Such work by Tenant shall be deemed Alterations for the purposes of Article 11 hereof. Provided that this Lease shall not be terminated by Landlord or Tenant, the proceeds of policies providing coverage for Tenant’s improvements and betterments shall, subject to the rights of any Superior Lessor or Superior Mortgagee, be paid to Landlord and segregated by Landlord for the purpose of the casualty in question and shall be disbursed therefrom in payment of the cost of Tenant’s Restoration Work as the performance of such work progresses, against certificates, in form and substance and certified by a person satisfactory to Landlord, showing that the disbursement to be made represents not more than ninety percent (90%) of the cost of the work and materials described in the certificate and that the estimated cost of completion of Tenant’s Restoration Work does not exceed the undisguised balance of such proceeds (exclusive of the ten percent (10%) retention). The balance of such proceeds shall be paid to Tenant upon the presentation of a like certificate, evidencing that Tenant’s Restoration Work has been completed and that there are no mechanics’ or other liens outstanding relating thereto. If Tenant shall fail to proceed with Tenant’s Restoration Work, Tenant shall have no right or claim to said insurance proceeds which shall then be disposed of as Landlord, in its sole discretion, shall determine. Notwithstanding anything to the contrary contained herein, if this Lease shall be terminated by Landlord or Tenant pursuant to this Article 19, the proceeds of policies providing coverage for Tenant’s improvements and betterments shall be paid to Landlord. Tenant shall be solely responsible for (i) the amount of any deductible under the policy insuring Tenant’s improvements and betterments and (ii) the amount, if any, by which the cost of repairing and restoring Tenant’s improvements and betterments exceeds the available insurance proceeds therefor. The amount due in accordance with subparagraph (i) above shall be Additional Charges under this Lease and payable by Tenant to Landlord upon demand. The proceeds of Tenant’s insurance policies with respect to Tenant’s Property shall be payable to Tenant. (b) Notwithstanding anything to the contrary contained in this Article, if in Landlord’s reasonable discretion, it would be appropriate for safety reasons, health reasons or the efficient operation or restoration of the Building for Landlord to perform all or a portion of Tenant’s Restoration Work on behalf of Tenant, then (i) Landlord shall give Tenant a notice specifying the portion of Tenant’s Restoration Work to be performed by Landlord (“Specified Restoration Work”), (ii) Landlord shall perform such Specified Restoration Work and (iii) Tenant shall pay to Landlord (or Landlord shall retain from the insurance proceeds paid to Landlord in accordance with Section 19.01(a) hereof) the commercially reasonable cost of such Specified Restoration Work within fifteen (15) days following the giving of Landlord’s written demand therefor. Tenant shall promptly permit Landlord access to the Premises for the purpose of performing the Specified Restoration Work and any restoration work to the Building which is not the responsibility of Tenant hereunder. If required by Landlord in connection with the performance of the Specified Restoration Work or Landlord’s Restoration Work, Tenant shall promptly remove from the Premises all or such items of Tenant’s Property as Landlord may require by written notice (“Tenant’s Property Removal Obligation”). In the event that Tenant fails to comply with Tenant’s Property Removal Obligation within ten (10) Business Days after the giving of such written notice by Landlord, Landlord shall have the right to remove and store such Tenant’s Property at Tenant’s sole cost and expense and with no liability to Landlord. Tenant shall be solely responsible for arranging for any visits to the Premises by Tenant’s insurance adjuster that may be desired by Tenant prior to the performance by Landlord or Tenant of Tenant’s Property Removal Obligation or the performance by Landlord of Landlord’s Restoration Work or the Specified Restoration Work and Landlord shall be under no obligation to delay the performance of same, nor shall Landlord have any liability to Tenant, in the event that Tenant fails to do so. 19.02 Subject to the provisions of Section 19.05 hereof, if all or part of the Premises shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, the Fixed Rent and the Additional Charges under Article 3 hereof shall be abated in the proportion that the untenantable area of the Premises bears to the total area of the Premises, for the period from the date of the damage or destruction to the earliest to occur of (i) ninety (90) days after the date the damage to the core and shell of the Premises (exclusive of Tenant’s improvements and betterments and Tenant’s Property) shall be substantially repaired by Landlord (provided, however, that if in Landlord’s reasonable judgment based upon the estimate of Landlord’s independent contractors such repairs would have been substantially completed at an earlier date but for Tenant’s having failed to reasonably cooperate with Landlord in effecting such repair, then the core and shell of the Premises shall be deemed to have been repaired substantially on such earlier date and any reduction or abatement shall cease), (ii) the date Tenant substantially completes Tenant’s Restoration Work or (iii) if the Building and not the Premises is so damaged or destroyed, the date on which the Premises shall be made tenantable; provided, however, should Tenant or any of its subtenants reoccupy a portion of the Premises during the Term period the repair work is taking place and prior to the date that the Premises are substantially repaired or made tenantable for the conduct of this Agreementits or their business (which shall not include entry upon and occupancy of the Premises with the prior written consent of Landlord for the purpose of performing restoration and/or repair to Tenant’s Property, improvements and finish work), the entire Parking Facility or Fixed Rent and the Additional Charges allocable to such reoccupied portion, based upon the proportion which the area of the reoccupied portion thereof as shall render of the Premises unsuitable for bears to the continued conduct total area of the Tenant’s and its invitees activities thereonPremises, shall be payable by Tenant from the date of such occupancy. (a) If the Building shall be totally damaged or destroyed by fire or other casualty, then Landlord or if the Building shall be entitled to retain all insurance proceeds payable so damaged or destroyed by reason of and with respect to the damage fire or destruction to other casualty (whether or not the Premises and Landlord shall rebuild are damaged or reconstruct destroyed) that its repair or restoration requires more than two hundred seventy (270) days or the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period expenditure of more than thirty (30%) consecutive percent of the full insurable value of the Building immediately prior to the casualty (as estimated in any such case by a reputable contractor, registered architect or licensed professional engineer designated by Landlord), and provided Landlord shall terminate Leases covering no less than fifty (50%) percent of the office space in the Building then leased to tenants (including Tenant) in the Building, then in such case Landlord may terminate this Lease by giving Tenant notice to such effect within one hundred fifty (150) days after the date of the casualty. For the purpose of this Section only, “full insurable value” shall mean replacement cost less the cost of footings, foundations and other structures below the street and first floors of the Building. If Landlord terminates this Lease as provided above in this Section, Landlord shall promptly refund to Tenant any prepayments of Rent made under this Lease applicable to the period after the date of such casualty. (b) If the Premises or any part thereof or the means of access thereto or Building systems servicing same shall be damaged by fire or other casualty, and Landlord is required to or elects to repair and restore the Premises, Landlord shall, within one-hundred fifty (150) days after such damage or destruction, provide Tenant with a written notice of the estimated date on which the restoration of the Premises shall be substantially completed. If such estimated date is more than eighteen (18) months after the date of such damage or destruction, Tenant may terminate this Lease by notice to Landlord, which notice shall be given within thirty (30) days after the date Landlord provides the notice required by the preceding sentence, and such termination shall be effective upon the giving of Tenant’s notice. Failure by Tenant to provide such notice within such thirty (30) day period shall be deemed an election by Tenant not to terminate this Lease. If Tenant elects not to terminate this Lease or is deemed to have so elected, and if Landlord has not substantially completed the required repairs and restored the Premises within the period originally estimated by Landlord or within such period thereafter (not to exceed three (3) months) as shall equal the aggregate period Landlord may have been delayed in commencing or completing such repairs by Force Majeure Causes (as defined in Section 35.04(a) hereof), then Tenant shall have the further right to elect to terminate this Lease upon written notice to Landlord and such election shall be effective upon the expiration of thirty (30) days after the date of such notice, unless Landlord substantially completes such restoration within such thirty (30) day period. (c) Notwithstanding the foregoing, if more than thirty-five (35%) percent of the Premises shall be damaged by fire or other casualty during the last twenty-four (24) months of the term of this Lease (as the same may be extended pursuant to Article 36 hereof) such that the repair and restoration of the Premises would take longer than one hundred twenty (120) days, then in such case Landlord may terminate this Lease by giving Tenant notice to such effect within ninety (90) days after the date of the casualty, or Tenant may terminate this Lease by giving Landlord notice to such effect within thirty (30) days after the date of the casualty, and such election shall be effective upon the expiration of fifteen (15) Business Days after the date of such notice. Failure by either party to provide such notice within the aforementioned period shall be deemed an election by such party not to terminate this Lease pursuant to this Section 19.03(c). 19.04 Except as expressly provided in Section 19.03(b) hereof, Tenant shall not be entitled to terminate this Lease and Landlord shall have no liability to Tenant 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 19. Landlord shall use 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 of Business Days, 19.05 Notwithstanding any of the foregoing provisions of this Article 19, 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 of which Landlord shall have given Tenant notice and a reasonable opportunity to cure either, 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 Premises or the Building by 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 Fixed Rent or Additional Charges. 19.06 Landlord will not carry insurance of any kind on Tenant’s Property and improvements and betterments, and shall not be obligated to repair any damage to or replace Tenant’s Property, improvements or betterments. Tenant agrees to look to its own insurance for recovery of any damage to or loss of Tenant’s Property, improvements or betterments. If Tenant shall fail to maintain such period during which insurance, Landlord is repairing shall have the right to obtain insurance on Tenant’s Property, improvements or betterments and restoring the Parking Facility, the rental cost thereof shall be Additional Charges under this Lease and payable by Tenant shall xxxxx. to Landlord on demand. 19.07 The abatement provisions of the rent this Article 19 shall be the exclusive remedy deemed an express agreement governing any case of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation damage or damage for loss of use of the whole or any part destruction of the Premises and/or by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for any inconvenience or annoyance occasioned by any casualty such a contingency in the absence of an express agreement, and any resulting damageother law of like import, destructionnow or hereafter in force, repair, or restorationshall have no application in such case.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give immediate written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the common areas deemed desirable by Landlord, provided access to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant’s occupancy, Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees or invitees, such abatement shall occur only to the extent rental abatement insurance proceeds are received by Landlord (vor would have been received by Landlord if Landlord had carried rental abatement insurance with a coverage period of twelve months). 19.2 Within sixty (60) days following the date of discovery of the damage, Landlord shall deliver to Tenant a written estimate from Landlord’s contractor of the time needed to rebuild and/or restore the Premises and/or the Building (the “Restoration Notice”). Notwithstanding the terms of Section 19.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises, the Building and/or any other portion of the Real Property and instead terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the date of Landlord’s discovery of such damage (the “Damage Discovery Date”), such notice to include a termination date giving Tenant ninety (90) days to vacate the Premises, but Landlord may so elect only if the Building shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) repairs cannot reasonably be completed within two hundred seventy (270) days of the Damage Discovery Date (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Project or ground or underlying lessor with respect to the Project and/or the Building shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground or underlying lease, as the case may be; or (iii) the damage is not fully covered (except for deductible amounts in the case of a casualty other than earthquake or flood, and except for deductible amounts under earthquake or flood insurance that are less than 10% of the replacement cost of the restoration of the damage) by Landlord’s insurance policies. In addition, if the Premises or the Building is destroyed or damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 19, Landlord shall have no obligation the option to restore terminate this Lease by giving written notice to Tenant of the exercise of such option within thirty (30) days after the Damage Discovery Date, in which event this Lease shall cease and terminate as of the date of such notice. Upon any such termination of this Lease pursuant to this Section 19.2, Tenant shall pay the Base Rent and Additional Rent, properly apportioned up to such date of termination, and both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Term. 19.3 If there is an occurrence of any damage or destruction to the Premises that does not result in the termination of this Lease pursuant to this Article 19, then upon notice (the “Landlord Repair Notice”) to Tenant from Landlord, Tenant shall assign to Landlord (or to complete any restorationparty designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required under Sections 13.2(e)(ii) and (iii) above with respect to any improvements in the Premises required to be insured by Tenant hereunder (excluding proceeds for Tenant’s Property), and Landlord shall repair any injury or damage to the Tenant Improvements, alterations and the Original Improvements installed in the Premises and shall return such Tenant Improvements, alterations and Original Improvements to their original condition; provided that if the cost of such repair by Landlord exceeds the sum of (A) amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, as assigned by Tenant, plus (B) any insurance proceeds received by Landlord with respect to such Tenant Improvements, alterations and Original Improvements (it being acknowledged and agreed that Tenant’s insurance as to the Tenant Improvements, Alterations and Original Improvements is primary in nature and Landlord’s insurance, if any, with respect to same is secondary in nature), the cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of repair of the damage. In the event that Landlord does not deliver the Landlord Repair Notice within forty-five (45) days following the Damage Discovery Date, Tenant shall, at its sole cost and expense, repair any injury or damage to the Tenant Improvements, alterations, and the Original Improvements installed in the Premises and shall return such Tenant Improvements, alterations, and Original Improvements to their original condition. Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord’s review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. 19.4 If (i) Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided hereinabove, (ii) the damage constitutes a Tenant Damage Event (as defined below, and either (a) the repairs cannot, in the reasonable opinion of Landlord’s contractor, be completed within two hundred seventy (270) days after the Damage Discovery Date, or (b) the damage occurs during the last year twelve (12) months of the Term and will reasonably require in excess of ninety (90) days to repair, Tenant may elect, no earlier than sixty (60) days after the Damage Discovery Date and not later than ninety (90) days after the Damage Discovery Date (or within thirty (30) days after receipt of any Option Period the Restoration Notice, if Tenant has delivered later), to terminate this Lease by written notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed effective as of the Commencement Date. During date specified in the period in notice, which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more date shall not be less than thirty (30) consecutive days, including, without limitation, any days nor more than sixty (60) days after the date such period during which Landlord notice is repairing and restoring the Parking Facility, the rental payable given by Tenant (prior to which Tenant shall xxxxx. The be entitled to an abatement of the rent shall be the exclusive remedy of Tenant against Landlord Rent as provided in Section 19.1). In the event of a casualty involving Tenant Damage Event, and if the PremisesLease does not terminate pursuant to the other provisions of this Article 19, then if Landlord fails to substantially complete the repair of such damage comprising a Tenant Damage Event on or before the date (the “Outside Restoration Completion Date”) which is three (3) months after the date estimated for completion of such repair by Landlord’s contractor in the Restoration Notice, then Tenant shall have the option, exercisable by written notice to Landlord within thirty (30) days after the Outside Restoration Completion Date, to terminate this Lease (“Tenant’s Second Termination Option”). Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use The Outside Restoration Completion Date shall be extended by delays in the completion of the whole repair of the damage comprising a Tenant Damage Event to the extent caused by Force Majeure Events (other than the casualty that caused the damage) for up to ninety (90) days or by Tenant, its agents, employees or contractors. If Tenant exercises Tenant’s Second Termination Option, the Lease shall terminate as of a date specified in Tenant’s termination notice which is not less than thirty (30) days nor more than sixty (60) days after Tenant’s notice to Landlord of the exercise of Tenant’s Second Termination Option. As used herein, a “Tenant Damage Event” shall mean damage to all or any part of the Premises and/or for or any inconvenience Common Areas necessary to Tenant’s occupancy of the Premises by fire or annoyance occasioned by other casualty, which damage (A) is not the result of the willful misconduct of Tenant or any casualty of the Tenant Parties, and any resulting damage, destruction, repair, (B) substantially interferes with Tenant’s use of or restorationaccess to the Premises.

Damage or Destruction. If, during Upon the Term occurrence of this Agreementany damage or casualty to the Secured Property or any part thereof, the entire Parking Facility following shall apply: (1) Borrower shall give Lender written notice of such damage or casualty as soon as possible, but not later than ten (10) days from the date such portion thereof as damage or casualty occurs. (2) All proceeds of insurance ("Proceeds") paid or to be paid pursuant to any of the policies maintained pursuant to this Security Deed (excluding amounts payable with respect to liability coverage for claims affecting the Borrower) shall render be payable to Lender. Borrower hereby authorizes and directs any affected insurer to make payment of the Premises unsuitable Proceeds directly to Lender. Lender may commingle, with other monies in Lender's possession, all Proceeds received by Lender. All such Proceeds shall constitute additional security for the continued conduct of the Tenant’s Obligations and its invitees activities thereon, Borrower shall be damaged or destroyed by fire or other casualty, then Landlord shall not be entitled to retain the payment of interest thereon. Lender may settle, adjust or compromise all insurance proceeds payable by reason claims for loss, damage or destruction pursuant to any policy or policies of insurance. (3) Lender shall have the option, in its discretion, and with respect without regard to the adequacy of its security hereunder, of applying all or part of the Proceeds to (a) the Obligations, whether or not then due, in such order as Lender shall determine, (b) the repair or restoration of the Secured Property, (c) reimburse Lender for its costs and expenses in connection with the recovery of the Proceeds, or (d) any combination of the foregoing. (4) Nothing herein contained shall be deemed to excuse Borrower from repairing or maintaining the Secured Property as provided in Section 1.05 or restoring all damage or destruction to the Premises and Landlord shall rebuild Secured Property, regardless of whether there are Proceeds available or reconstruct whether the Parking Facility Proceeds are sufficient in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesamount, and Landlord’s obligation is limited to the extent application or release by Lender of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises any Proceeds shall not begin until receipt cure or waive any Event of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant Default or any notice of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options default pursuant to this Agreement, and (vi) Landlord shall rebuild Security Deed or reconstruct the Parking Facility invalidate any act done pursuant to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationnotice.

Damage or Destruction. If, during Effective as of the Term date of this AgreementThird Amendment, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct Article 16 of the Tenant’s and its invitees activities thereon, Original Lease shall be deleted and the following shall be substituted: Within sixty (60) days after the date Landlord learns of the necessity for repairs as a result of damage, Landlord shall notify Tenant (“Damage Repair Estimate”) of Landlord’s estimated assessment of the period of time in which the repairs will be completed. If the Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the damage shall be repaired by Landlord to the extent such insurance proceeds are available therefor and provided the Damage Repair Estimate indicates that repairs can be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, (a) if the portion of the Premises which is usable by Tenant in the conduct of its business is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then Landlord rent for the entire Premises shall be entitled abated until such repairs are completed, and (b) notwithstanding anything to retain the contrary contained herein, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord shall rebuild or reconstruct exceeds the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent amount of the insurance proceeds received by Landlord from Tenant’s insurance carrier, as so assigned by Tenant, such excess costs shall be paid by Tenant to Landlord prior to Landlord’s repair of such damage. If, however, the Damage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord’s duty insurance policies. However, if Landlord does not elect to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) terminate this Lease pursuant to Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementtermination right as provided above, and the Damage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (vi180) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a days after being commenced, Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more may elect, not later than thirty (30) consecutive daysdays after Tenant’s receipt of the Damage Repair Estimate, includingto terminate this Lease by written notice to Landlord effective as of the date specified in Tenant’s notice. Finally, without limitationif the Premises or the Project is damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 16 to the contrary, Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage; provided, however, that Landlord shall not have such option if Tenant, at the time of such damage, has an express option to extend the Term, and Tenant exercises such option by written notice to Landlord in accordance with the terms and conditions of Article 31 hereof (as amended by Section 11 of this Third Amendment), within twenty (20) days following Tenant’s receipt of Landlord’s notice of termination. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business or property arising from such period during damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Except for proceeds relating to Tenant’s furniture, furnishings, trade fixtures and equipment, Tenant acknowledges that Tenant shall have no right to any proceeds of insurance carried by Landlord relating to property damage. With respect to any damage which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be California Civil Code. If the exclusive remedy Lease is terminated pursuant to the provisions of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use this Article 16, effective as of the whole or date of termination, neither party shall have any part of further obligation to the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationother.

Damage or Destruction. If(a) Tenant shall give prompt notice to Landlord of (i) any accident or similar occurrence, during fire, or other casualty in the Term Demised Premises, (ii) any damage to or defect in the Demised Premises, and (iii) any damage to or defect in any part of the sanitary, electrical, heating, ventilating, air conditioning, elevator or other systems located in or passing through the Demised Premises or any part thereof. (b) If 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 hereinafter provided), then Landlord shall restore and rebuild the Demised Premises to the extent as provided in Exhibit “C” and Tenant shall, at Tenant’s expense, perform all work necessary to restore the Demised Premises to its condition prior to such damage or destruction. All restoration and rebuilding by Landlord shall be done with reasonable dispatch after the occurrence of such damage or destruction; subject to “Unavoidable Delay” (as hereinafter defined in Section 31.14), and reasonable time for adjustment of insurance losses, and without obligation to employ overtime labor or other premium pay rates. All restoration and rebuilding by Tenant shall be deemed Alterations, as if such Alterations were Tenant’s Work, and shall be performed in accordance with, and governed by, the provisions of this AgreementLease, with reasonable dispatch after the entire Parking Facility occurrence, and without interference with Landlord’s repair, and / or such portion thereof as shall render the Premises unsuitable for the continued conduct operation of the Tenant’s and its invitees activities thereonProject, or with other occupants of the Project. (c) If the Demised Premises shall be totally or partially damaged or destroyed by fire or other casualty, then Landlord the Base Annual Rent and Common Area Expenses shall be entitled to retain all insurance proceeds payable by reason of and with respect abated to the extent that the Demised Premises shall have been rendered untenantable, for the period from the date of such damage or destruction to the date when Landlord shall have substantially completed that portion of the repair and restoration work as required to be performed by Landlord pursuant to Section 21.01(b); provided, however, should Tenant reoccupy a portion of the Demised Premises during the period the restoration work is taking place and prior to the date when Landlord’s repair and restoration work is substantially completed then the Base Annual Rent and Common Area Expenses allocable to such re-occupied portion, based upon the proportion which the area of the re-occupied portion of the Demised Premises bears to the total area of the Demised Premises, shall be payable by Tenant from and after the date of such re-occupancy. (d) If the building of which the Demised Premises forms a part or the Demised Premises shall be substantially damaged or destroyed by fire or other casualty, or if such 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 more than one hundred eighty (180) days, exclusive of Unavoidable Delays, or the expenditure (as estimated by a reputable contractor or architect designated by Landlord in its sole and absolute discretion) of more than twenty percent (20%) of the full insurable value of such building immediately prior to the casualty, then in any such case, Landlord may terminate this Lease by giving Tenant notice to such effect within one hundred twenty (120) days after the date of such casualty in which event Landlord shall be released from any further obligation hereunder. For the purposes of this Section 21.01(d) only, “full insurable value” shall mean replacement cost less the cost of footings, foundations and other structures below the street and first floor of the building. Furthermore, for the purpose of this Section 21.01(d) only, “substantially damaged or destroyed” shall mean damage or destruction to fifty percent (50%) or more of the building of which the Demised Premises form a part, or the Demised Premises, as the case may be. (e) 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 of which the Demised Premises form a part; nor shall Landlord be required to repair, or replace, any Tenant’s Work, Alterations, Tenant’s Property, or any other property of Tenant or any other party. (f) Notwithstanding anything to the contrary contained in this Lease, if the proceeds of Landlord’s insurance recovered or recoverable as a result of the damage or destruction shall be insufficient to pay fully for the cost of repair and restoration of the Demised Premises or the building of which the Demised Premises form a part or if the Demised Premises or the building of which the Demised Premises form a part, shall be damaged or destroyed as a result of a risk which is not covered by Landlord’s insurance, then Landlord shall have the right by notice to Tenant given within one hundred twenty (120) days after said occurrence to elect to terminate this Lease in which event Landlord shall be released from any further obligation hereunder. (g) In the event that Landlord terminates this Lease pursuant to this Article 21, then the Term shall expire by lapse of time and Tenant shall vacate the Demised Premises and surrender the same to Landlord on the thirtieth (30th) day after Landlord gives such notice terminating this Lease, and neither party shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject have any further liability to the following terms other. (h) The provisions of this Section 21.01 shall be considered an express agreement governing any instance of damage or destruction of the Project or the Demised Premises by fire or other casualty, and conditions: any law now or hereafter in force providing for such a contingency in the absence of express agreement shall have no application. (i) the casualty must Notwithstanding any other provision of this Lease, Landlord shall not be insured under Landlord's insurance policiesliable or responsible for, and Landlord’s obligation is limited to the extent of the insurance proceeds received by LandlordTenant hereby releases Landlord and its partners, (ii) Landlord’s duty to repair officers, directors, agents and restore the Premises shall not begin until receipt of the insurance proceedsemployees from, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair any and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging all liability or responsibility to Tenant or any party claiming by, through or under Tenant, by way of subrogation or otherwise, for any injury, loss or damage to any property of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing Tenant’s Property, covered by a valid and restoring the Parking Facility, the rental payable by collectible fire insurance policy with extended coverage endorsement. Tenant shall xxxxx. require its insurer(s) to include in all of Tenant’s Insurance policies which could give rise to a right of subrogation against Landlord a clause or endorsement whereby the insurer(s) shall waive any rights of subrogation against Landlord, and Tenant shall pay any additional premium required thereby. (j) The abatement of proceeds payable under all fire and other hazard insurance policies maintained by Landlord on the rent Project shall belong to and be the exclusive remedy property of Landlord. Tenant against Landlord shall not have any interest in such proceeds. Tenant agrees to look to its own fire and hazard insurance policies in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole to Tenant’s Work, Alterations, Tenant’s Property, or any part other property of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationTenant.

Damage or Destruction. If(a) In the event that, as a result of a casualty insured against by the Landlord under the standard form of fire insurance policy and extended coverage endorsement covered by it on the Building or the Leased Property are damaged without the fault of Tenant, so as to render the Leased Property untenantable in whole or in part, then the Tenant, if the Tenant in the exercise of its reasonable judgment determines that the Leased Property is no longer suitable for the conduct of its business, shall have the right to terminate the lease upon delivering written notice to that effect within thirty (30) days of the casualty. In the event that the Tenant does not terminate this Lease or fails to deliver the notice provided for above within the time period set forth above, then in such event the Landlord shall have the following options: (i) If the Landlord shall determine to proceed to repair and rebuild the Building and/or the Leased Property, as the case may be, then this Lease shall continue in full force and effect until the Building or Leased Property have been repaired and rebuilt by the Landlord, provided, however, that during the Term period of repair and rebuilding, the Base Rent hereunder shall be abated in proportion to the area that has been rendered untenantable by the damage; or (ii) In the event the Landlord shall determine not to rebuild the Building and/or the Leased Property, then Landlord may terminate this Lease effective as of the date of the damage which rendered the Building and/or Leased Property untenantable. In the event that the Landlord shall determine to rebuild and repair the Building and/or the Leased Property, then Tenant shall promptly repair and rebuild the Improvements and replace its trade fixtures and equipment so that they shall be at least equal in quality and class to the original Work performed by Tenant under Article 5 of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Lease. If this Lease shall be damaged or destroyed by fire or other casualtyterminated for any reason, then Landlord shall be entitled to retain all insurance proceeds payable to it by reason of and with respect to the damage policy or destruction to policies carried by the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited Tenant shall be entitled to the extent of all insurance proceeds which it shall carry on its Improvements and its trade fixtures and equipment, and neither party shall have any right, title or claim in and to the insurance proceeds received by Landlord, (ii) Landlord’s duty payable to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationother.

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

Damage or Destruction. If, Section 12.01 If at any time during the Term of this AgreementLease Term, the entire Parking Facility any Demised Properties or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtycasualty of any kind or nature, then Landlord Tenant shall be entitled to retain promptly apply for all insurance proceeds payable by reason necessary permits, but in any event not later than thirty (30) days after the first date of and with respect to the such damage or destruction destruction, and upon issuance of such permits thereafter diligently proceed to the Premises repair, replace or rebuild such Demised Properties as nearly as possible to their condition and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable character immediately prior to such damage with such variations and efficient manner Alterations as may be permitted under (and subject to the following terms and conditions: provisions of) Article VI (i) the casualty must be insured under Landlord's insurance policies“Restoration Work”). Notwithstanding the foregoing, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlordif Tenant has not exercised its renewal option, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Tenant shall have no obligation to repair and restore repair, replace or rebuild such Demised Properties during the last two (2) years of the Lease Term, so long as (i) no Event of Default exists, including without limitation any personal property on Event of Default under the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or inviteesinsurance provisions, (vii) Landlord shall have no obligation received any and all insurance proceeds relating to restore such casualty and (iii) Tenant shall have paid the damage deductible for the insurance policy covering such casualty. Section 12.02 All property and casualty insurance proceeds payable to Landlord or destruction Tenant (except (i) insurance proceeds payable to Tenant on account of Tenant’s trade fixtures, Restaurant Equipment or inventory; and (ii) insurance proceeds payable from comprehensive general public liability insurance, or any other liability insurance) at any time as a result of casualty to complete any restoration) during the last year Demised Properties shall be paid to Tenant if less than $100,000 (which amount shall be adjusted annually in proportion to increases in the CPI), otherwise jointly to Landlord and Tenant for purposes of payment for the cost of the Term Restoration Work, except as may be otherwise expressly set forth herein. Landlord shall make such insurance proceeds available to Tenant based on a commercially reasonable draw schedule. Landlord and Tenant shall cooperate in order to obtain the largest possible insurance award lawfully obtainable and shall execute any and all consents and other instruments and take all other actions necessary or desirable in order to effectuate same and to cause such proceeds to be paid as hereinbefore provided. The proceeds of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord insurance in the event case of loss shall, to the extent necessary, be used first for the Restoration Work with the balance, if any, payable to Landlord. If insurance proceeds as a result of a casualty involving to the Premises. relevant Demised Property(ies) are insufficient to complete the Restoration Work necessary by reason of such casualty, then Tenant hereby waives all claims against Landlord shall be responsible for the payment of such amounts necessary to complete such work. Section 12.03 This Lease shall not be affected in any compensation or damage for loss of use manner by reason of the whole total or partial destruction to any Demised Property or any part thereof and Tenant, notwithstanding any law or statute, present or future, waives all rights to quit or surrender any Demised Property or any portion thereof because of the Premises and/or for total or partial destruction of any inconvenience or annoyance occasioned Demised Property (prior to the expiration of the Lease). Base Rent and Additional Rent required to be paid by Tenant hereunder shall not axxxx as a result of any casualty and any resulting damage, destruction, repair, or restorationcasualty.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render Section 7.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, or any Building or any part thereof shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, then ordinary or extraordinary, foreseen or unforeseen during the Term, (a) Landlord shall pay over to Tenant, upon the terms set forth in Section 7.2 and Section 7.3, any moneys which may be entitled to retain all recovered by Landlord from property insurance proceeds payable procured by reason of Tenant as required by this Lease (or by an Operating Subtenant as permitted by this Lease), (b) this Lease shall be unaffected thereby and with respect to the shall continue in full force and effect, and (c) Tenant shall, at Tenant’s sole cost and expense, expeditiously and in a good and workmanlike manner, cause such damage or destruction to be remedied or repaired (the “Restoration”) by restoring the Premises to substantially the same condition and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject configuration as immediately prior to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during destruction. All Restoration work shall be performed in accordance with the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term provisions of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysLease, including, without limitation, any such period during which Landlord is repairing the provisions of Section 5.4 and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises5.5 hereof. Tenant hereby waives all claims against the provisions of any Applicable Law to the contrary and agrees that the provisions of this Article 7 shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Premises with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant’s cost and expense and the cost thereof shall be payable within five (5) days after written demand as Supplementary Rent, together with interest thereon from the date of demand until paid at the Default Rate. The obligations of Tenant under this Section 7.1 shall survive the expiration or earlier termination of this Lease. Section 7.2 Subject to the provisions of this Article 7, Landlord, the insurance carrier, or any Mortgagee may elect in their discretion to perform the Restoration (being under no obligation to do so), subject to commercially reasonable measures that will enable Tenant to control the cost of performing the Restoration, which measures the parties shall agree upon prior to commencing the Restoration. Landlord shall pay over to Tenant from time to time, upon the following terms, any moneys which may be received by Landlord from property insurance provided by Tenant but, in no event, to any extent or in any sum exceeding the amount actually collected by Landlord upon the loss; provided, however, that Landlord, before paying such moneys over to Tenant, shall be entitled to reimburse or pay itself therefrom to the extent, if any, of (i) the reasonable expenses paid or incurred by Landlord in the collection of such moneys, and (ii) any other amounts then overdue and owing to Landlord under this Lease. Landlord shall pay to Tenant, as herein provided, the aforesaid insurance proceeds which may be received by Landlord for any compensation or damage for loss the purpose of use Restoration to be made by Tenant to restore the Premises to a value which shall not be less than the value of the whole Premises prior to such fire or other casualty. Prior to making any Restoration, Tenant shall furnish Landlord with an estimate of the cost of such Restoration, prepared by a licensed third party architect or contractor selected by Tenant and reasonably approved by Landlord. Such insurance moneys shall be paid to Tenant (or, at Landlord’s option, directly to the party to whom such payment is due) from time to time thereafter in installments as the Restoration progresses, within thirty (30) days after application to be submitted by Tenant to Landlord showing the cost of labor and material incorporated in the Restoration, or incorporated therein since the last previous application (assuming such proceeds are available from the insurer). If any vendor’s, mechanic’s, laborer’s, or materialman’s lien is filed against the Premises or any part thereof, or if any public improvement lien is created or permitted to be created by Tenant and is filed against Landlord, or any assets of, or funds appropriated to, Landlord, Tenant shall not be entitled to receive any further installment until such lien is satisfied or otherwise discharged, unless such lien is contested by Tenant in good faith and Tenant has obtained and delivered a bond issued by a surety, in an amount and in form otherwise satisfactory to Landlord in its reasonable discretion. The amount of any installment to be paid to Tenant shall be such proportion of the total insurance moneys received by Landlord as the cost of labor and materials theretofore incorporated by Tenant in the Restoration bears to the total estimated cost of the Restoration by Tenant, less (a) all payments theretofore made to Tenant out of said insurance proceeds, and (b) ten percent (10%) of the amount so determined (the “Retainage”). Notwithstanding the foregoing, Landlord shall not withhold the Retainage from any installment, provided (i) such installment constitutes the final payment due a contractor or materialman, or (ii) the contractor is bonded and Tenant furnishes to Landlord payment and performance bonds and labor and material bonds of Tenant’s contractor complying with the Requirements, Applicable Laws and otherwise satisfactory to Landlord in its reasonable discretion, naming Landlord as co-obligee, in which event Landlord shall withhold from such installment the same percentage withheld by Tenant pursuant to the construction contract. Upon completion of and payment for the Restoration by Tenant, including reimbursement to Tenant of the Retainage or other amount, as applicable, the balance of any and all insurance proceeds held by Landlord shall be paid to Tenant so long as no Default (notice of which has been sent by Landlord to Tenant) or Event of Default is continuing hereunder (other than a Default under Section 12.1(m) hereof or otherwise resulting from the casualty or condemnation which is the subject of the Restoration). In the event that the insurance proceeds are insufficient for the purpose of paying for the Restoration, Tenant shall nevertheless be required to make the Restoration and pay any additional sums required for the Restoration in accordance with the provisions of Section 7.4 hereof. If the proceeds of insurance or other funding applicable to the Restoration are in excess of those required to complete the Restoration, the full balance of such funds shall be delivered, and belong exclusively, to Tenant. Notwithstanding the foregoing, if Landlord or Mortgagee makes the Restoration at Tenant’s expense, as provided in Section 7.1 hereof, then Landlord or Mortgagee shall use any amounts held by Landlord to pay for the cost of such Restoration. Section 7.3 The following shall be conditions precedent to each payment made to Tenant (or to any other party) as provided in Section 7.2 above: (a) there shall be submitted to Landlord the certificate of the aforesaid architect or contractor stating (i) that the sum then requested to be withdrawn either has been paid by Tenant and/or is justly due to 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 work and giving a brief description of such services and materials and the principal subdivisions or categories thereof and the several amounts so paid or due to each of such persons in respect thereof, and stating in reasonable detail the progress of the work up to the date of said certificate, (ii) that no part of such expenditures (A) has been or is being made the basis, in any previous or then pending request, for the withdrawal of insurance money or (B) has been made out of the proceeds of insurance received by Tenant, (iii) that the sum then requested does not exceed the value of the services and materials described in the certificate, and (iv) that the balance of any insurance proceeds held by Landlord, together with such other sums, if any, which Tenant has made or will (for which evidence of Tenant’s intention and ability shall be to Landlord’s reasonable satisfaction) make available for the Restoration in accordance with Section 7.4 hereof and to reasonable Landlord’s satisfaction will be sufficient upon completion of the Restoration to pay for the same in full, and stating in reasonable detail an estimate of the cost of such completion; (b) there shall be furnished to Landlord an official search, or a certificate of a title insurance company satisfactory to Landlord in its reasonable discretion, or other evidence reasonably satisfactory to Landlord, showing that there has not been filed any vendor’s, mechanic’s, laborer’s or materialman’s statutory or other similar lien affecting the Premises or any part thereof, or any public improvement lien created or permitted to be created by Tenant affecting Landlord, or the assets of, or funds appropriated to, Landlord, which has not been discharged of record, except such as will be discharged upon payment of the amount then requested to be withdrawn, or unless any such lien is contested by Tenant in good faith and Tenant has obtained and delivered a bond issued by a surety, in an amount and in form otherwise reasonably satisfactory to Landlord; (c) at the time of making such payment, no Default or Event of Default shall have occurred and be continuing (excluding a Default under Section 12.1(m) hereof or any other Default resulting from the casualty or condemnation which is the subject of the Restoration); (d) Tenant shall have deposited the items required to be deposited under Section 7.4; and (e) if the amount due to any such Person to be paid from such payment exceeds $50,000 and the failure to pay for the applicable underlying work or material could reasonably be expected to result in a Lien, such payment request shall be accompanied by conditional lien waivers or other evidence of payment from such Person reasonably satisfactory to Landlord. Section 7.4 If the estimated cost of any Restoration determined as provided in Section 7.2 hereof exceeds the net insurance proceeds, then, prior to the commencement of any Restoration, Tenant hereby covenants to deposit with Landlord or, if directed by Landlord, its Mortgagee, a bond, cash or other security satisfactory to Landlord (in its reasonable discretion) in the amount of such excess, to be held and applied by Landlord (or its Mortgagee) in accordance with the provisions of Section 7.2 hereof, as security for the completion of the work, free of public improvement, vendors’, mechanics’, laborers’ or materialmen’s statutory or other similar liens. If Landlord carries property insurance in addition to the insurance required to be carried by Tenant hereunder, or if Landlord is entitled to any governmental grant, loan, tax abatement or similar government funding which may be applied to the Restoration, such funds shall be added to and applied on account of the restoration in accordance with Section 7.2 hereof. Section 7.5 Subject to the first sentence of Section 7.1 hereof and the payment over to Tenant by Mortgagee (or by Landlord on behalf of Mortgagee) of any moneys which may be recovered by Mortgagee from property insurance procured by Tenant as required by this Lease (to the extent any funds provided by Landlord under Section 7.1 are insufficient to cover the cost of completion of such Restoration work), as material consideration to Landlord for its agreement to enter into this Lease, (i) the parties agree that this Lease shall not terminate or be forfeited or be affected in any manner, and there shall be no reduction or abatement of the Rent payable hereunder, by reason of damage to or total, substantial or partial destruction of the Premises and/or or any part thereof or by reason of the untenantability of the same or any part thereof, for or due to any inconvenience damage or annoyance occasioned destruction of the Premises from any cause whatsoever, and, notwithstanding any Applicable Law, present or future, Tenant waives any and all rights to quit or surrender the Premises or any part thereof on account of any damage or destruction of the Premises, and (ii) Tenant expressly agrees that its obligations hereunder, including the payment of Rent payable by Tenant hereunder, shall continue as though the Premises had not been damaged or destroyed and without abatement, suspension, diminution or reduction of any casualty and any resulting damage, destruction, repair, or restorationkind.

Damage or Destruction. Section 8.01. If, at any time during the Term term of this AgreementLease, the entire Parking Facility Demised Premises or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance coverage was not obtained or obtainable) of any kind or nature, then Landlord ordinary or extraordinary, foreseen or unforeseen, Tenant, at its sole cost and expense, and whether or not the insurance proceeds, if any, shall be entitled sufficient for the purpose, shall commence and thereafter proceed with reasonable diligence (subject to retain a reasonable time allowance for the purpose of adjusting the insurance loss and for unavoidable delay) to repair, alter, restore, replace or rebuild the same as nearly as possible to its value immediately prior to such damage or destruction, subject to such changes or alterations as Tenant may elect to make in conformity with the provisions of Section 5.01 hereof. Such repair, alteration, restoration, replacement or rebuilding, including such changes and alterations as aforementioned and including temporary repairs for the protection of other property pending the completion of any thereof, are sometimes referred to in this Article 8 as the "Work". Section 8.02. Except as otherwise provided in this Article 8, the conditions under which any Work is to be performed and the method of proceeding with and performing the same shall be governed by all of the provisions of Section 5.01 hereof. Section 8.03. Subject to the terms of Landlord's Mortgage, all insurance proceeds payable by reason paid to Landlord's Mortgagee (referred to in this Article 8 as the "Insurance Trustee") on account of and with respect to the such damage or destruction under the policies of insurance provided for in Article 7 hereof, (sometimes referred to in this Article 8 as the Insurance Proceeds), shall be applied by the Insurance Trustee to the Premises and Landlord shall rebuild or reconstruct payment of the Parking Facility in a commercially reasonable and efficient manner subject cost of the Work to the following terms extent such Insurance Proceeds shall be sufficient for that purpose, and conditions: shall be paid out to or for the account of Tenant from time to time as such Work progresses. The Insurance Trustee shall make such payments or disbursement upon the written request by Tenant when accompanied by the following: (a) a certificate, dated not more than fifteen (15) days prior to such request, signed by Tenant or its duly authorized representative and by a qualified architect of recognized standing in charge of the Work who shall be selected by Tenant setting forth that -- (i) the casualty must sum then requested either has been paid by Tenant or is justly due to contractors, subcontractors, materialmen, architects or other persons who have rendered services or furnished materials in connection with the Work, giving a brief description of the services and materials and the several amounts so paid or due and stating that no part thereof has been made the basis of any previous or then pending request or has been paid out of any proceeds of insurance received by Tenant, and that the sum requested does not exceed the cost of the services and materials described in the certificate, (ii) except for the amount stated in such certificate to be insured under due as aforesaid, there is no outstanding indebtedness known to the persons signing such certificate after due inquiry which might become the basis of a vendor's, mechanic's or materialmens' or similar lien upon such Work, the Demised Premises or Tenant's leasehold interest, or any part thereof, and (iii) the cost, as estimated by the persons signing such certificate, of the Work required to be done subsequent to the date of such certificate in order to complete the same, does not exceed the amount of Insurance Proceeds remaining in the hands of the Insurance Trustee after the payment of the sum so requested; and (b) a certificate, dated not more than fifteen (15) days prior to such request, of a title or abstract company satisfactory to Landlord then doing business in the City of Livermore, covering the period from the date of this Lease (or the date of the last such certificate furnished pursuant to any of the applicable provisions of this Lease) to the date of such certificate, setting forth all liens and encumbrances, if any, of record and reflecting that there are no involuntary liens or encumbrances of record of any kind on the Demised Premises except those permitted by the terms of this Lease and except such as will be discharged by payment of the amount then requested. Subject to the terms of Landlord' 8 Mortgage, upon compliance with the foregoing provisions of this Section 8.03, the Insurance Trustee shall, out of the Insurance Proceeds, pay or cause to be paid to Tenant or to the persons named in the certificate the respective amounts stated therein to have been paid by Tenant or to be due to them, as the Upon receipt by the Insurance Trustee of evidence satisfactory to it of the character required by subsections (a) and (b) of this Section 8.03 that the Work has been completed and paid for in full and there are no liens of the character referred to therein, and if Tenant is not then in default, the Insurance Trustee shall pay any remaining balance of the Insurance Proceeds to Landlord's insurance policiesMortgagee, if there be any, and Landlord’s obligation is limited if not, to Tenant. If the extent Insurance Proceeds received by the Insurance Trustee shall be insufficient to pay the entire cost of the insurance proceeds received Work as reasonably estimated by Landlord, (ii) Landlord’s duty Tenant shall supply the amount of any such deficiency and shall first apply the same to repair and restore the payment of the cost of the Work before calling upon the Insurance Trustee for the disbursement of the Insurance Proceeds held by the Insurance Trustee. Under no circumstance shall Landlord be obligated to make any payment, disbursement or contribution towards the cost of the Work. Section 8.04. In no event shall Tenant be entitled to any abatement, allowance, reduction or suspension of rent because part or all of the Demised Premises shall not begin until receipt of be untenantable owing to the insurance proceedspartial or total destruction thereof; and notwithstanding anything herein to the contrary, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for no such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete shall affect in any restoration) during way the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy obligation of Tenant against Landlord in to pay the event Annual Base Rental, additional rent and other payments herein reserved or required to be paid, nor release Tenant of a casualty involving the Premises. or from any obligation imposed upon Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationunder this Lease.

Damage or Destruction. If, during 11.1 In the Term of this Agreement, event the entire Parking Facility demised premises or such any portion thereof as shall render the Premises unsuitable for the continued conduct of the Building necessary for Tenant’s and its invitees activities thereon, shall be 's use of the demised premises are damaged or destroyed in whole or in part during the term hereof by fire or other casualty insured against by Landlord's fire and extended coverage insurance policy covering the Building, Landlord shall, at its own cost and expense, repair and restore the same to tenantable condition with reasonable dispatch, and during such time as any portion of the demised premises Is unusable by reason of such damage, the rent herein provided shall xxxxx in such proportion as that part of the demised premises so rendered unusable bears to the entire demised premises. 11.2 Notwithstanding the provisions of Section 11.1 hereof, if, in the reasonable opinion of Landlord, (i) the demised premises cannot be restored to tenantable condition within a period of one hundred fifty (150) days following the commencement of such restoration work, and/or (ii) the cost of performing such restoration work exceeds the proceeds of such insurance by more than One Hundred Thousand Dollars ($100,000), then Landlord shall not be required to make any repairs and Landlord shall have the right to terminate this Lease upon written notice to Tenant within sixty (60) days after the date of such fire or other casualty, then in which event this Lease shall terminate as of the date of such notice and Landlord and Tenant shall be released from any and all liability thereafter accruing hereunder. 11.3 If the demised premises are to be repaired under this Article 11, Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect repair any injury or damage to the damage or destruction to Building itself and the Premises and Landlord shall rebuild or reconstruct leasehold improvements in the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed demised premises existing as of the Commencement Date. During Tenant shall perform, and pay the period cost of, repairing any .other improvements In the demised premises and shall be responsible for carrying such casualty insurance as t deems appropriate with respect to such other improvements. Tenant shall, at its own cost and expense, remove such of its furniture and other belongings from the demised premises as Landlord shall require in which order to repair and restore the Parking is unavailable to a demised premises. 11.4 Landlord and Tenant do hereby waive and release each other of and from any and all rights of recovery, claims, actions or causes of action, against each other, their agents, officers and employees, for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty loss or damage that may occur (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring loss or damage to the Parking Facilitydemised premises, the rental payable Building, leasehold improvements, personal property, furniture and fixtures) by reason of fire, the elements or any other cause which could be insured against under the terms of a standard "all-risk" insurance policy or is, in fact, insured against by insurance then being carried by the party suffering the loss or damage, regardless of cause or origin. Landlord and Tenant shall xxxxx. The abatement each obtain from their respective insurers under all policies of insurance maintained by either of them a waiver of all rights of subrogation which the rent insurer of one party might have against the other party consistent with the foregoing waiver, and Landlord and Tenant shall be each indemnify the exclusive remedy of Tenant other against Landlord in any loss or expense, including reasonable attorneys' fees, resulting from the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationfailure to obtain such waiver from their respective insurers.

Damage or Destruction. If21.1 If the exterior of the Premises, the Building or the Common Areas are damaged as a result of any cause other than the negligence or fault of Tenant, its agents, employees or invitees, then Landlord shall forthwith repair the same, provided the extent of the destruction be less than ten percent (10%) of the then full replacement value of the Premises, the Building or the Common Areas. If the destruction of the exterior of the Premises, the Building or the Common Areas is to an extent greater than ten percent (10%) of the then full replacement value, Landlord shall then have the option either: (a) to repair or restore such damage, this Lease continuing in full force and effect and the Tenant shall be entitled to a proportionate reduction of rent while such repairs are being made, such reduction to be based upon the extent to which the making of such repairs shall substantially interfere with and prevent Tenant from carrying on its business in the Premises during the Term time such repairs are being made; but in no event shall Tenant's proportionate reduction in rent exceed that portion of the amount which Landlord receives from its insurance carrier attributable to the Premises pursuant to any policy of business interruption or rental loss insurance which Landlord may have; or (b) give notice to Tenant at any time within sixty (60) days after such damage, terminating this Lease as of the date specified in such notice. Landlord agrees to carry business interruption or rental loss insurance during the term of this AgreementLease. If Landlord gives such notice, this Lease shall expire and all interest of the entire Parking Facility or such portion thereof as shall render Tenant in the Premises unsuitable for shall terminate on the continued conduct date so specified in such notice of Landlord, and the Tenant’s and its invitees activities thereonrent, reduced by any proportionate reduction (as provided in (a) above), shall be damaged paid up to the date of such termination. In no event shall this Article impose a duty upon Landlord to obtain or destroyed keep in force business interruption or rental loss insurance. Tenant shall have the right to terminate this Lease if either (i) the restoration work required to be performed by Landlord pursuant to this Section 21.1 has not commenced within one hundred twenty (120) days after the casualty causing the destruction so required to be restored, or (ii) after commencing the restoration work required to be performed by Landlord pursuant to this Section 21.1, Landlord fails thereafter to diligently prosecute such work to completion, or such work is not substantially completed (i.e., sufficient to permit Tenant to conduct its business within the Premises in substantially the same manner as prior to the casualty causing the destruction so required to be restored) within one hundred twenty (120) days after such casualty. 21.2 Notwithstanding anything to the contrary contained in this Article, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises, the Building or the Common Areas when the damage resulting from any casualty covered under this Article occurs during the last six (6) months of the Term or any extension thereof. 21.3 Except in the event the damage is caused by the negligence or intentional misconduct of Landlord, Landlord shall not be required to repair the interior of the Premises as a result of any injury or damage by fire or other casualtycause, then Landlord shall be entitled or to retain all insurance proceeds payable by reason repair or replace any panels, decoration, office fixtures, railing, ceiling, floor covering, partitions, or any other property in the Premises. 21.4 The provisions of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesSection 1932, Subdivision 2, and Landlord’s obligation is limited to the extent Section 1933, Subdivision 4, of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt Civil Code of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair State of California are hereby waived by Tenant and restoration, (iv) Landlord these provisions shall have no obligation to repair force and restore any personal property on effect in governing the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term termination of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationLease.

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

Damage or Destruction. If7.3.1 Subject to the requirements of the Senior Lender, in the event any of the Improvements are damaged by an insured casualty, Tenant promptly shall remove the debris resulting from such event, and within a reasonable time, not to exceed ninety (90) days from date of casualty, thereafter shall apply insurance proceeds to the repair or restoration of the Improvements so damaged to their condition immediately prior to such casualty, such repair or restoration to be performed in accordance with all provisions of this Lease. 7.3.2 In the event any of the Improvements are damaged by an uninsured casualty, Tenant promptly shall remove the debris resulting from such event, and within a reasonable time thereafter, not to exceed one hundred eighty (180) days from date of casualty, shall either (i) repair or restore the Improvements so damaged, to the extent economically feasible, such repair or restoration to be performed in accordance with all provisions of this Lease, or (ii) erect other Improvements in such location, provided all provisions of this Lease are complied with, or (iii) demolish the damaged portion of such Improvements, restore any remaining Improvements to an architectural whole, remove all rubbish, and pave or plant grass and otherwise restore the area to a neat, orderly, sanitary and attractive condition. Landlord shall have the option to choose among the aforesaid alternatives subject to rights of permitted Lenders secured by the Lease, but Tenant shall be obligated to perform one of such alternatives. Tenant shall give notice to Landlord within a reasonable time, not to exceed thirty (30) days from date of casualty, of which alternative it elects. Nothing contained in subsections 7.3.1 or 7.3.2 shall be construed as permitting the abatement or reduction of Rent, or the termination of this Lease. 7.3.3 Notwithstanding anything to the contrary contained in this Lease, and if permitted by the Lender in writing, if (i) there is damage to or destruction of the Improvements on the Leased Premises during the last five (5) years of the Term (including all exercised options) and the cost of repairing said damage or destruction exceeds the cost of demolishing and removing the remaining Improvements on the Leased Premises, or (ii) there is damage to or destruction of the Improvements on the Leased Premises which (1) arises from a cause which is not required to be insured against under any provision of this AgreementLease, or (2) arises from a cause which is in fact insured against in compliance with the entire Parking Facility or terms of this Lease, but for which the recoverable proceeds of such portion thereof as shall render the Premises unsuitable for the continued conduct insurance are less than 90% of the Tenant’s cost to repair said damage or destruction, and its invitees activities thereon(3) the cost to Tenant (which is not covered by insurance proceeds) of repairing said damage or destruction exceeds the cost of demolishing and removing the remaining Improvements on the Leased Premises, shall be damaged or destroyed by fire (iii) there is damage to or other casualty, destruction of the Improvements on the Leased Premises and the Governmental Restrictions then Landlord shall be entitled to retain all insurance proceeds payable by reason of and in effect with respect to the damage Leased Premises prohibit the construction of economically viable replacement Improvements with respect to a use which Tenant either has the right to engage in under this Lease or destruction which Tenant desires to the Premises engage in and Landlord will permit to be engaged in, then Tenant shall rebuild or reconstruct have the Parking Facility in a commercially reasonable and efficient manner option to terminate this Lease, subject to Tenant's satisfaction of all of the following terms and conditionsrequirements: (iA) Tenant shall, within ninety (90) days after the casualty must event giving rise to such right to terminate, give Landlord written notice of its election to terminate ("Notice of Election to Terminate"); and (B) Tenant shall, at the election of Landlord (which election shall be insured under communicated in writing to Tenant ("Demolition Notice") within thirty (30) days of Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceedsNotice of Election to Terminate), raze and remove the damaged or destroyed Improvements and any other Improvements on the Leased Premises that Landlord may designate in the Demolition Notice, and shall complete said demolition and removal and shall vacate the Improvements on the Leased Premises within ninety (iii90) days of Landlord’s lender(s's delivery of the Demolition Notice (which vacation date shall fix the termination date of this Lease); and (C) must permit Tenant shall comply with all provisions of Article 15 of this Lease consistent with this Section 7.3 prior to or concurrent with Tenant's vacation of the Improvements on the Leased Premises. If Tenant fails to satisfy the requirements set forth in (B) or (C) above, the failure to meet such conditions shall not invalidate the termination of this Lease, although, in that event and notwithstanding anything else in this Lease that may be or appear to be to the contrary, Tenant shall remain liable to Landlord in damages for such breach. Any and all property damage insurance proceeds (exclusive of any proceeds applicable to be used for such repair and restorationTenant's trade fixtures, (iv) Landlord shall have no obligation to repair and restore any equipment or personal property on that would be retained by Tenant at the Premises belonging end of the Term) paid to Tenant or any as a result of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (giving rise to the termination, shall be distributed to the Parties, and any Lender, as their interest are determined. 7.3.4 Except as expressly provided in this Lease, no deprivation, impairment, or limitation of use resulting from any damage or destruction or event or work contemplated by this Section shall entitle Tenant to complete any restoration) during the last year offset, abatement, or reduction in Rent, nor to any termination or extension of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationhereof.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable or the Building are totally or partially damaged or destroyed, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord's reasonable judgment such repair and restoration cannot be completed within three hundred sixty (360) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the continued conduct right to terminate this Lease by giving written notice of termination within forty‑five (45) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned and paid to the earlier of the Tenant’s date of termination or the date Tenant completely vacates and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then abandons the Premises on account of such damage and Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the any insurance proceeds received by Landlord, (ii) Landlord’s duty Tenant that are attributable to repair and restore improvements required to be insured by Tenant that would remain in the Premises shall not begin until receipt at the end of the insurance proceedsLease Term. If this Lease is not terminated as a result of such damage or destruction, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for then until such repair and restorationrestoration of the Premises are substantially complete, Tenant shall receive an equitable abatement of rent equitably abated based upon the extent to which Tenant's use of the Premises is diminished; provided, however, that if Tenant fails to immediately pay over to Landlord insurance proceeds (ivwhich Tenant is required to pay to Landlord pursuant to the terms of this Lease) when received from Tenant's insurance any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. Tenant shall have no obligation to pay to Landlord any insurance proceeds received by Tenant which are on account of business interruption or Alterations to the Premises which Landlord is not required to restore pursuant to the terms of this Section. After receipt of all available insurance proceeds (including proceeds of insurance maintained by Tenant and required to be paid to Landlord hereunder), Landlord shall proceed with and bear the expenses of such repair and restore any personal property on restoration of the Premises belonging and the Building; provided, however, that (a) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant or any of Tenant’s employeesis required to insure exceeds the insurance proceeds received with respect thereto, contractors, agents or invitees, and (vb) Landlord shall not be required to repair or restore any Alterations or any other contents of the Premises (including any Tenant Items). Notwithstanding anything herein to the contrary, Landlord shall have no obligation the right to restore terminate this Lease if (1) insurance proceeds plus deductibles equal less than of the value of the Building as of the date of the casualty (so long as Landlord maintains the insurance required by Section 13.3), (2) the holder of any Mortgage applies such insurance proceeds to the payment of outstanding indebtedness such that the remaining proceeds available for such repair and restoration equal less than of the value of the Building as of the date of the casualty, or (3) zoning or other applicable Laws or regulations do not permit such repair and restoration in a manner that permits general office use of the Premises; provided, however, that as to (1) and (2) Tenant shall have the right to void such termination, by delivering to Landlord, within thirty (30) days after receipt of Landlord's notice of termination, any shortfall in funds in excess of the foregoing threshold. Any monies provided to Landlord in accordance with the foregoing sentence shall not be recoverable by Tenant from Landlord. 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 three hundred sixty (360) days after the date of such damage or destruction, and provided Landlord does not elect to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options Lease pursuant to this AgreementArticle, and (vi) then Landlord shall rebuild or reconstruct promptly notify Tenant of such determination. For a period continuing through the Parking Facility to a configuration substantially equivalent to that configuration which existed as later of the Commencement Date. During thirtieth (30th) day after the period in occurrence of the 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 the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term date of this Agreement for a period of such termination shall be not more than thirty (30) consecutive daysdays after the date of Tenant's notice to Landlord). 17.3 In the event that the repair and restoration of the Premises and such portions of the Building as may be reasonably necessary for the operation of Tenant's business within and from the Premises is not completed prior to the end of three hundred sixty (360) days after the occurrence of such damage or destruction, including, without limitation, any Tenant shall thereafter have the right to terminate this Lease by delivering written notice of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable termination to Landlord. Any such termination by Tenant shall xxxxx. The abatement be effective as of the rent date set forth in such termination notice, which date shall not be less than thirty (30) days after the exclusive remedy date of Tenant against Landlord such notice, or if no such date is set forth in such notice, the date that is thirty (30) days after the date of such notice; provided, however, that in the event that such repair and restoration is completed prior to the effective date of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned such termination, Tenant's termination notice will be deemed to have been rescinded and this Lease shall thereafter continue in full force and effect as if no such termination notice had been given by any casualty and any resulting damage, destruction, repair, or restorationTenant.

Damage or Destruction. IfA. If the Premises are damaged or destroyed, during Landlord shall repair the Term Premises to their prior condition unless it has the option to terminate this Lease as provided herein and it elects to so terminate. Landlord shall have the option to terminate this Lease in the event any of the following occur: 1. The building(s) which is located on the Premises is destroyed or damaged by fire or other casualty required to be insured against by Tenant pursuant to Paragraph 23(B)(1), then in force to the extent of fifty percent (50%) or more of the replacement cost thereof. Notwithstanding the foregoing, however, in the event Landlord elects to terminate the Lease due to the fact that the Premises is destroyed to the extent of 50% or more of the replacement costs thereof, Tenant shall have the election to cause this Lease to continue in full force and effect by agreeing to pay for all of the costs necessary to repair or replace the Premises to the extent such costs exceed the insurance proceeds. Tenant shall make such election within thirty (30) days following Landlord's election to terminate this Lease. In the event Tenant makes the election to pay such additional expenses in order to avoid the termination of this AgreementLease, the entire Parking Facility or such portion thereof as parties shall render cooperate and work together in good faith in order to enable the Premises unsuitable for to be rebuilt as quickly as reasonably possible following any such damage and destruction. Tenant also agrees to pay Landlord's reasonable costs and expenses associated with assisting Tenant in reconstruction. 2. The building(s) which is located on the continued conduct of the Tenant’s and its invitees activities thereon, shall be Premises is damaged or destroyed by fire or other an uninsured casualty and the cost to repair such damage will exceed 5% of the replacement cost of the building; provided, however, that in the event Landlord elects to terminate the Lease as a result of any such uninsured casualty, then Tenant shall have the election to cause this Lease to continue in full force and effect by agreeing to pay for all of the costs necessary to repair or replace the Premises to the extent there are no insurance proceeds available. Durect shall make such election within thirty (30) days following Landlord's election to terminate this Lease. In the event Tenant makes the election to pay such additional expenses in order to avoid the termination of this Lease, the parties shall cooperate and work together in good faith in order to enable the Premises to be rebuilt as quickly as reasonably possible following any such damage and destruction. Tenant also agrees to pay Landlord's reasonable costs and expenses associated with assisting Tenant in reconstruction. 3. If one of the above events occurs, Landlord may terminate this Lease by giving Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, in which event this Lease shall terminate as of the date Tenant receives such notice unless Tenant has elected to pay for all costs necessary to replace the Premises to the extent such costs exceed the insurance proceeds as provided above. If any of the above events occurs and Landlord elects not to terminate the Lease, Landlord and Tenant shall work together in good faith so as to commence the repair or replacement of the Premises and all of Tenant's fixtures and other property and improvements within ninety (90) days following the date of such damage and destruction in accordance with the terms hereof, and shall thereafter cooperate with each other in good faith in order to prosecute the same diligently to completion in which event this Lease will continue in full force and effect. Landlord shall not be responsible for any costs in replacement or repair of Tenant's trade fixtures and other property and improvements. Notwithstanding the foregoing or anything to the contrary contained in this Lease, if the Premises are condemned or damaged by any peril and the Landlord does not elect to terminate the Lease or is not entitled to retain all terminate the Lease pursuant to its terms, then Tenant shall have the option to terminate the Lease if the Premises are condemned or damaged by any peril and the Landlord does not elect to terminate the Lease or is not entitled to terminate the Lease pursuant to its terms, then Tenant shall have the option to terminate the Lease if the Premises cannot be or are not in fact, fully restored by Landlord to their prior condition within two hundred seventy days (270) days after the condemnation or damage. All insurance proceeds for the Premises that shall be payable by reason under all risk, property fire and extended coverage and extended insurance provided for in paragraph 23 shall be payable to Landlord and Tenant, as their interests shall appear, and the parties hereby agree to cooperate in good faith with each other to cause such insurance proceeds to be used to repair the Premises and all of Tenant's fixtures and with respect other property. In the event the Lease is terminated as a result of any damage or destruction, such insurance proceeds shall be payable to the parties as their interests may appear. Landlord shall not be liable to tenant for any shortfall in insurance proceeds. B. In the event of any damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility which does not result in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiestermination of this Lease, and Landlord’s obligation is limited if rent loss proceeds are not available, the rent and other sums payable hereunder shall be temporarily abated proportionately with the degree to the extent which Tenant's use of the insurance proceeds received Premises is impaired by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (commencing from the date of such damage or destruction and continuing during the period required by Landlord to complete any restoration) during the last year its repair and restoration of the Term or Premises. Provided Landlord complies with its obligations under this Section 24, Tenant shall not be entitled to any compensation of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) damages from Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as for loss of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement use of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises, damage to Tenant's personal property or any inconvenience occasioned by such damage, repair or restoration. Tenant hereby waives all claims against Landlord for any compensation or damage for loss the provisions of use Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the whole or California Civil Code, and the provisions of any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationsimilar law hereinafter enacted.

Damage or Destruction. IfTenant shall notify the Landlord of the exact cause, during nature, and extent of any damage for which Tenant may make an insurance claim or other material damage immediately upon the Term occurrence of this Agreementsuch damage to any part of the Premises. Tenant shall further notify Landlord within thirty (30) days of the occurrence of such damage if it desires not to repair, the entire Parking Facility replace or such portion thereof as shall render rebuild the Premises unsuitable for as necessary to restore the continued conduct Premises to substantially the same condition that the Premises were in as of the Commencement Date based upon the original Final Plans as constructed, including any changes necessary to comply with the then current governmental laws, rules, ordinances, and regulations ("Original Condition"). Upon receipt of such notice, Landlord may elect to either terminate the Lease and retain all insurance proceeds or require Tenant to repair,replace or rebuild. Unless Landlord elects to terminate the Lease within forty-five (45) days of Landlord's receipt of Tenant’s 's notice regarding the occurrence of damage, Tenant shall promptly repair, replace and its invitees activities thereonrebuild the Premises to their Original Condition at Tenant's expense. If Tenant repairs, shall be damaged replaces or destroyed by fire or other casualtyrebuilds the Premises, then Landlord Tenant shall be entitled to retain all the net insurance proceeds payable by reason of and under the insurance carried pursuant to Section 14.1(b) with respect to such damage and Tenant shall pay any costs in excess of such net insurance proceeds which are incurred to restore the damage or destruction Premises to their Original Condition except that Tenant shall not pay to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under extent that any such insurance proceeds are retained by Landlord's lender and applied to Landlord's loan. If the Landlord elects to terminate the Lease Term, the Lease shall be deemed to have expired on the date of notice of loss, and all insurance proceeds, plus the amount of any deductible under the insurance policies, shall be paid to and retained by the Landlord’s obligation is limited . There shall be no abatement of Rent unless and to the extent that Landlord receives rent insurance proceeds from the insurance purchased by Tenant. In no event shall Landlord be required to make any repairs, replacements, or rebuild any portion of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 24.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, or any part thereof shall be damaged or destroyed rendered untenantable by fire or other casualtycasualty (whether before or after January 1, then 2011), Tenant shall give prompt Notice thereof to Landlord shall be entitled and, if this Lease is not terminated pursuant to retain all insurance proceeds payable by reason any provision of and with respect this Article and, in case of any casualty occurring before January 1, 2011 the Sublease is not terminated pursuant to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under thereof), Landlord's insurance policies, and at Landlord’s obligation is limited expense, shall perform (or cause the sublandlord under the Sublease to the extent of the insurance proceeds received by Landlord, (iiperform) Landlord’s duty Restoration Work subject to repair and restore the Premises shall not begin until receipt of the insurance proceeds, Legal Requirements (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing applicable zoning codes) then in effect, and restoring the Parking FacilityTenant, the rental payable by Tenant at Tenant’s expense, shall xxxxxperform Tenant’s Restoration Work, with reasonable dispatch and continuity. The abatement of the rent Except as provided in Section 24.9, Base Rent and Additional Rent shall be equitably abated to the exclusive remedy extent that the Premises shall have been rendered untenantable, such abatement shall commence on the date of Tenant against Landlord such damage, and shall continue until the date the Premises shall no longer be untenantable or, in the event of Tenant Delay or any delay in Tenant’s performance of Tenant’s Restoration Work, until the date the Premises would have been tenantable but for such Tenant Delay or other delay in Tenant’s performance of Tenant’s Restoration Work; provided, however, should Tenant occupy a casualty involving portion of the Premises for the conduct of its business during the period the repair work is taking place and prior to the date the Premises are no longer untenantable, the Base Rent and Additional Rent allocable to such occupied portion, based upon the proportion which the occupied portion of the Premises bears to the total area of the Premises. , shall be payable by Tenant hereby waives from the date of such occupancy. 24.2 “Landlord’s Restoration Work“ shall include all claims against Landlord for any compensation or damage for loss of use of the whole work necessary to repair, restore, replace and rebuild the Premises to substantially the same condition as that in which the Premises were immediately prior to the beginning of the fire or other casualty; provided, however, that Landlord’s Restoration Work shall not include the repair, restoration, replacement or the rebuilding of (i) any Tenant’s Work or Tenant installed Alterations above the Building standard for same, (ii) any Tenant’s Furnishings, or (iii) any part of the Premises and/or for any inconvenience furniture, business equipment or annoyance occasioned other personal property which may have been placed by any casualty and any resulting damage, destruction, repair, or restorationTenant within the Premises.

Damage or Destruction. If, during (a) If the Term of this Agreement, Building or the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, demised premises shall be partially or totally damaged or destroyed by fire or other casualtycasualty (and if this Lease shall not be terminated as in this Article 13 hereinafter provided), then (i) Landlord shall be entitled repair the damage to retain all insurance proceeds payable by reason and restore and rebuild the Building and the demised premises (including Tenant’s improvements and betterments which are the property of and Landlord pursuant to the provisions of Section 8.10 hereof, but excluding the property which is deemed Tenant’s Property pursuant to Section 8.11 hereof) (herein called “Landlord’s Restoration Work“) with respect to reasonable dispatch after learning of the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent receiving notice of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction and (or ii) Tenant shall repair the damage to complete any restoration) during and restore and repair the last year of the Term or of any Option Period if Tenant has delivered notice that it property which is not renewing the Term of this Agreement deemed Tenant’s Property pursuant to Section 2.2 8.11 hereof with reasonable dispatch after such damage or if Tenant has no more extension options pursuant to this Agreement, and destruction (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Dateherein called “Tenant’s Restoration Work“). During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable Such work by Tenant shall xxxxxbe deemed Alterations for the purposes of Article 8 hereof. The abatement proceeds of Tenant’s insurance policies with respect to Tenant’s Property shall be payable to Tenant. (b) Tenant shall permit Landlord access to the demised premises for the purpose of performing the Landlord’s Restoration Work and any restoration work to the Building which is not the responsibility of Tenant hereunder. If required by Landlord in connection with the performance of the rent Landlord’s Restoration Work, Tenant shall be promptly remove from the exclusive remedy demised premises all or such items of Tenant against Tenant’s Property as Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned may require by any casualty and any resulting damage, destruction, repair, or restoration.written notice (herein called “

Damage or Destruction. If7.3.1 In the event any of the Improvements are damaged by an insured casualty, Tenant promptly shall remove the debris resulting from such event, and within a reasonable time thereafter shall apply insurance proceeds to the repair or restoration of the Improvements so damaged to their condition immediately prior to such casualty, such repair or restoration to be performed in accordance with all provisions of this Lease. 7.3.2 In the event any of the Improvements are damagedby an uninsured casualty, or the insurance proceeds are insufficient to repair or restore the Improvements to their condition prior to the casualty, Tenant promptly shall remove the debris resulting from such event, and within a reasonable time thereafter shall either (i) repair or restore the Improvements so damaged to the extent economically feasible, such repair or restoration to be performed in accordance with all provisions of this Lease, or (ii) erect other Improvements in such location, provided all provisions of this Lease are complied with to theextent economically feasible, or (iii) if the damage occurs after the end of the Covenant Period, demolish the damaged portion of such Improvements, restore any remaining Improvements to an architectural whole, remove all rubbish, and pave or plant grass and otherwise restore the area to a neat, orderly, sanitary and attractive condition.Landlord shall have the option to choose among the aforesaidalternatives,subject to rights of permitted Lenders secured by the Lease and the Tax Credit Investor, but Tenant shall be obligated to perform one of such alternatives, provided that nothing herein obligates Tenant to obtain financing exceeding the insurance proceeds, if any. Tenant shall give notice to Landlord within a reasonable time of which alternative it elects. Nothing contained in subsections 7.3.1 or 7.3.2 shall be construed as permitting the abatement or reduction of Rent, or the termination of this Lease. 7.3.3 Notwithstanding anything to the contrary contained in this Lease, if (i) there is damage to or destruction of the Improvements on the Leased Premises during the last five (5) years of the Term and the cost of repairing said damage or destruction exceeds the cost of demolishing and removing the remaining Improvements on the Leased Premises, or (ii) there is damage to or destruction of the Improvements on the Leased Premises which (1) arises from a cause which is not required to be insured against under any provision of this AgreementLease, or (2) arises from a cause which is in fact insured against in compliance with the entire Parking Facility or terms of this Lease, but for which the recoverable proceeds of such portion thereof as shall render the Premises unsuitable for the continued conduct insurance are less than 90% of the Tenant’s cost to repair said damage or destruction, and its invitees activities thereon(3) the cost to Tenant (which is not covered by insurance proceeds) of repairing said damage or destruction exceeds the cost of demolishing and removing the remaining Improvements on the Leased Premises, shall be damaged or destroyed by fire (iii) there is damage to or other casualty, destruction of the Improvements on the Leased Premises and the Governmental Restrictions then Landlord shall be entitled to retain all insurance proceeds payable by reason of and in effect with respect to the damage Leased Premises prohibit the construction of economically viable replacement Improvements with respect to a use which Tenant either has the right to engage in under this Lease or destruction which Tenant desires to the Premises engage in and Landlord will permit to be engaged in, then Tenant shall rebuild or reconstruct have the Parking Facility in a commercially reasonable and efficient manner option to terminate this Lease, subject to Tenant’s satisfaction of all of the following terms and conditionsrequirements: (iA) the casualty must be insured under Landlord's insurance policiesTenant shall, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.within ninety

Damage or Destruction. If, Section 12.01 If at any time during the Term of this AgreementLease Term, the entire Parking Facility Demised Property or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtycasualty of any kind or nature, then Landlord Tenant shall be entitled to retain promptly apply for all insurance proceeds payable by reason necessary permits, but in any event not later than thirty (30) days after the first date of and with respect to the such damage or destruction destruction, and upon issuance of such permits thereafter diligently proceed to repair, replace or rebuild the Premises Demised Property as nearly as possible to its condition and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable character immediately prior to such damage with such variations and efficient manner Alterations as may be permitted under (and subject to the following terms and conditions: provisions of) Article VI (i) the casualty must be insured under Landlord's insurance policies“Restoration Work”). Notwithstanding the foregoing, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlordif Tenant has not exercised its renewal option, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Tenant shall have no obligation to repair and restore repair, replace or rebuild the Demised Property during the last two (2) years of the Lease Term, so long as (i) no Event of Default exists, including without limitation any personal property on Event of Default under the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or inviteesinsurance provisions, (vii) Landlord shall have no obligation received any and all insurance proceeds relating to restore such casualty and (iii) Tenant shall have paid the damage deductible for the insurance policy covering such casualty. Section 12.02 All property and casualty insurance proceeds payable to Landlord or destruction Tenant (except (i) insurance proceeds payable to Tenant on account of Tenant’s trade fixtures, Restaurant Equipment or inventory; and (ii) insurance proceeds payable from comprehensive general public liability insurance, or any other liability insurance) at any time as a result of casualty to complete any restoration) during the last year Demised Property shall be paid to Tenant if less than $100,000 (which amount shall be adjusted annually in proportion to increases in the CPI), otherwise jointly to Landlord and Tenant for purposes of payment for the cost of the Term Restoration Work, except as may be otherwise expressly set forth herein. Landlord shall make such insurance proceeds available to Tenant based on a commercially reasonable draw schedule. Landlord and Tenant shall cooperate in order to obtain the largest possible insurance award lawfully obtainable and shall execute any and all consents and other instruments and take all other actions necessary or desirable in order to effectuate same and to cause such proceeds to be paid as hereinbefore provided. The proceeds of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord insurance in the event case of loss shall, to the extent necessary, be used first for the Restoration Work with the balance, if any, payable to Landlord. If insurance proceeds as a result of a casualty involving to the Premises. Demised Property are insufficient to complete the Restoration Work necessary by reason of such casualty, then Tenant hereby waives all claims against Landlord shall be responsible for the payment of such amounts necessary to complete such work. Section 12.03 This Lease shall not be affected in any compensation or damage for loss of use manner by reason of the whole total or partial destruction to any Demised Property or any part thereof and Tenant, notwithstanding any law or statute, present or future, waives all rights to quit or surrender the Demised Property or any portion thereof because of the Premises and/or for total or partial destruction of the Demised Property (prior to the expiration of the Lease). Base Rent and Additional Rent required to be paid by Tenant hereunder shall not axxxx as a result of any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationcasualty.

Damage or Destruction. Ifa. Except as otherwise provided in this Paragraph 26, during if all or a portion of the Term Premises necessary for Tenant’s use and occupancy of this Agreementthe Premises (including the roof-top deck of the Building, the entire Parking Facility or such portion thereof as shall render Structure and the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Paseo) shall be damaged or destroyed by fire or other casualtycasualty and this Lease is not terminated as a result thereof, then Landlord shall be entitled to retain all insurance proceeds payable by reason of promptly rebuild and with respect restore the same to the damage condition existing immediately prior to such fire or destruction other casualty (“Landlord's Restoration Work”). The proceeds of the policies required to be obtained and maintained by Landlord pursuant to Paragraph 15 hereof shall, to the Premises extent made available to Landlord, be used for the performance of such rebuilding and restoration work. b. Within sixty (60) days after Landlord becomes aware of such damage, Landlord shall rebuild deliver to Tenant an estimate prepared by a reputable architect, contractor or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject engineer selected by Landlord setting forth such architect's, contractor's or engineer's estimate as to the following terms and conditions: time reasonably required to repair such damage in order to make the Premises (or such portion thereof) tenantable (“Landlord's Damage Notice”). If (i) the casualty must be insured under Landlord's insurance policiesRestoration Work cannot, and in the reasonable opinion of Landlord as set forth in Landlord’s obligation is limited to 's Damage Notice, be substantially completed within twelve (12) months after the extent date of the insurance proceeds received by Landlord, such damage or (ii) Landlord’s duty 's Restoration Work is not fully covered (other than deductible amounts) by the insurance carried (or required to be carried) by Landlord hereunder, and the shortfall is greater than $1,000,000.00 (the “Required Landlord Contribution”), then Landlord at its option exercised by written notice to Tenant within said sixty (60)-day period, may either (a) elect to repair the damage, in which event this Lease shall continue in full force and restore effect (unless terminated by Tenant in accordance with the Premises shall not begin until receipt provisions of the insurance proceedssubparagraph c. below), or (iiib) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed Lease as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused date specified by Landlord during in the Term of this Agreement for a period of more notice, which date shall be not less than thirty (30) consecutive daysdays 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's Restoration Work shall not include and 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 request of Tenant (including those installed by Landlord at Tenant's request, whether prior or subsequent to the commencement of the Lease term) and no damage to any of the foregoing shall entitle Tenant to any rent abatement, and Tenant shall, at Tenant's sole cost and expense, repair and replace such items. All such repair and replacement of above Building standard Alterations shall be constructed by Tenant in accordance with Paragraph 9 above regarding Alterations. c. If Landlord has not terminated this Lease as provided above and Landlord's Restoration Work can, in the reasonable opinion of Landlord as set forth in Landlord's Damage Notice, be substantially completed within twelve (12) months after the date of such damage, Tenant shall not have the right to terminate this Lease. If such estimate is more than twelve (12) months from the date of such casualty, or if the damage occurs during the last twelve (12) months of the term of the Lease and Landlord's Restoration Work cannot, in the reasonable opinion of Landlord as set forth in Landlord's Damage Notice, be substantially completed within two (2) months after the date of such damage, Tenant by written notice to Landlord delivered within thirty (30) days after Tenant's receipt of Landlord's Damage Notice, may elect to terminate this Lease, in which event this Lease shall terminate on the thirtieth (30th) day after Tenant's termination notice as if such date were the Expiration Date set forth herein. 1005628.07/SF 375170-00002/11-24-16/mrm/mrm -51- d. If, during the course of repair, it becomes reasonably apparent to Landlord that the time required to make the repairs is likely to materially exceed the estimate contained in Landlord’s Damage Notice, or any previously estimated Additional Repair Period, Landlord shall promptly give Tenant written notice specifying Landlord’s estimate of the number of additional days (the “Additional Repair Period”) required to make such repairs beyond the original estimate. If the Additional Repair Period exceeds ninety (90) days (which ninety (90)-day period shall be extended by the length of any delay in the completion of the repairs caused by events not within Landlord’s reasonable control or Tenant Restoration Delay (as defined below, provided that such extension shall not exceed 60 days unless caused by a Tenant Restoration Delay)), then Tenant may give notice to Landlord, within thirty (30) calendar days after Tenant receives notice of Landlord’s revised estimate, terminating this Lease as of the date thirty (30) days after Tenant’s notice. If Tenant does not give notice terminating the Lease within such period, Tenant shall not have any right to terminate this Lease by reason of such delay in completion of the repairs or any further delay in completion of the repairs. As used herein, “Tenant Restoration Delay” means any delay in completion of the repairs caused by Tenant, including, without limitation, any such delay caused by Tenant’s failure to respond to inquiries of Landlord regarding the repairs within a reasonable period during which Landlord is repairing and restoring of time, or caused by Tenant’s failure to grant Tenant’s approval of materials or finishes for the Parking Facilityrepairs within a reasonable period of time, or caused by any interference by Tenant, or Tenant’s agents, employees or contractors with the rental payable by Tenant shall xxxxx. The abatement performance of the rent repairs. After Landlord becomes aware of any occurrence that will, or is likely to, result in Tenant Restoration Delay, Landlord shall be the exclusive remedy use good faith efforts to promptly (and in any case, within ten (10) days thereof) notify Tenant of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use such occurrence together with Landlord’s then good faith estimate of the whole or any part probable duration of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationTenant Restoration Delay.

Damage or Destruction. If, during (a) If (x) the Term of this Agreement, Managed Premises or the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Hotel shall be damaged or destroyed "Substantially Damaged" (as defined below) by fire or other casualty, then Landlord casualty (a "Substantial Damage Termination") or (y) the Managed Premises or the Hotel shall be entitled damaged (whether or not substantially damaged) by an Unrestorable Casualty (as hereafter defined) then, in any such case, Owner shall have the right to retain all terminate this Agreement by delivering written notice thereof to Manager and this Agreement shall terminate ninety (90) days following the delivery of such notice. For purposes hereof, an "Unrestorable Casualty" shall mean a fire or other casualty in respect of which (1) the "net insurance proceeds payable proceeds" are not fully sufficient to restore the damaged or destroyed portion of the Hotel (including the Managed Premises) so that the Hotel (including the Managed Premises) shall be either substantially the same as it was prior to such casualty or an otherwise architecturally complete and economically viable restaurant of the same class, character and scope or (2) it is not reasonably practicable to restore the Hotel or Managed Premises by reason of and with respect applicable zoning law or other Laws or for other reasons beyond Owner's reasonable control. Owner shall exercise its right to terminate this Agreement (I) in the damage case of a Substantial Damage Termination, not later than ninety (90) days following adjustment of the claim under the Hotel's casualty policy (i.e., payment of the net insurance proceeds to Owner), or destruction (II) in the case of an Unrestorable Casualty, not later than ninety (90) days following Owner's final determination that such casualty constitutes an Unrestorable Casualty. For the purposes hereof, the Managed Premises shall be deemed to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: have been "Substantially Damaged" if (i) the casualty must be insured under Landlord's insurance policies, estimated length of time required to restore the Managed Premises substantially to its condition and Landlord’s obligation is limited character just prior to the extent occurrence of such casualty shall be in excess of ninety (90) days or, if the casualty occurs in the last two calendar years of the insurance proceeds received by LandlordTerm, in excess of three (3) months, or (ii) Landlord’s duty to repair and restore if the estimated cost of restorations exceeds 10% of the then current replacement cost of the Managed Premises (if the Managed Premises are destroyed) or Hotel (whether or not the Managed Premises are destroyed), or if the casualty occurs in the last two calendar years of the Term, such estimated cost of -48- <PAGE> restoration of the Managed Premises or Hotel exceeds 5% of the then current replacement cost of the Managed Premises or Hotel. If this Agreement shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord terminate in the event of damage to the Hotel or the Managed Premises, either because (i) the damage or casualty shall not give rise to a casualty involving right of Owner to terminate this Agreement or (ii) notwithstanding Owner's right to terminate this Agreement, Owner does not elect to terminate this Agreement within the Premises. Tenant hereby waives applicable time periods, then, provided restoration is permitted under the terms of any Secured Loan or Ground Lease and Owner shall have received "net insurance proceeds" sufficient to complete restoration, Owner shall (unless Manager elects to terminate this Agreement as provided below) proceed with all claims against Landlord for any compensation or damage for loss of use due diligence to commence and complete the restoration of the whole Managed Premises to its condition and character just prior to the occurrence of such casualty or any part otherwise to a standard for a restaurant of similar class, character and scope, and if such restoration is not substantially completed within two (2) years following the occurrence of the Premises and/or casualty, then Manager shall, as its sole remedy, have the right to terminate the Agreement by delivering notice thereof to Owner, in which case this Agreement shall terminate ninety (90) days after the delivery of such notice. If at any time Owner notifies Manager in writing that it will take more than two (2) years to substantially complete such restoration together with a revised estimate of the time for any inconvenience substantial completion, Manager shall, within 30 days after receipt of such notice, either elect to terminate or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationelect to stay (provided Owner completes such restoration within the revised estimated time).

Damage or Destruction. SECTION 8.01. If, at any time during the Term term of this AgreementLease, the entire Parking Facility Demised Premises or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance coverage was not obtained or obtainable) of any kind or nature, then Landlord ordinary or extraordinary, foreseen or unforeseen, Tenant, at its sole cost and expense, and whether or not the insurance proceeds, if any, shall be entitled sufficient for the purpose, shall commence and thereafter proceed with reasonable diligence (subject to retain a reasonable time allowance for the purpose of adjusting the insurance loss and for unavoidable delay) to repair, alter, restore, replace or rebuild the same as nearly as possible to its value immediately prior to such damage or destruction, subject to such changes or alterations as Tenant may elect to make in conformity with the provisions of Section 5.01 hereof. Such repair, alteration, restoration, replacement or rebuilding, including such changes and alterations as aforementioned and including temporary repairs for the protection of other property pending the completion of any thereof, are sometimes referred to in this Article 8 as the "Work." SECTION 8.02. Except as otherwise provided in this Article 8, the conditions under which any Work is to be performed and the method of proceeding with and performing the same shall be governed by all of the provisions of Section 5.01 hereof. SECTION 8.03. Subject to the terms of Landlord's Mortgage, all insurance proceeds payable by reason paid to Landlord's Mortgagee (referred to in this Article 8 as the "Insurance Trustee") on account of and with respect to the such damage or destruction under the policies of insurance provided for in Article 7 hereof, (sometimes referred to in this Article 8 as the "Insurance Proceeds"), shall be applied by the Insurance Trustee to the Premises and Landlord shall rebuild or reconstruct payment of the Parking Facility in a commercially reasonable and efficient manner subject cost of the Work to the following terms extent such Insurance Proceeds shall be sufficient for that purpose, and conditions: shall be paid out to or for the account of Tenant from time to time as such Work progresses. The Insurance Trustee shall make such payments or disbursements upon the written request by Tenant when accompanied by the following: (a) a certificate, dated not more than fifteen (15) days prior to such request, signed by Tenant or its duly authorized representative and by a qualified architect of recognized standing in charge of the Work who shall be selected by Tenant setting forth that -- (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received sum then requested either has been paid by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, is justly due to contractors, agents subcontractors, materialmen, architects or invitees, (v) Landlord shall other persons who have no obligation to restore rendered services or furnished materials in connection with the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.Work,

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

Damage or Destruction. Ifa) In case of any damage to or destruction of the buildings or other improvements on the Leased Premises by fire or other casualty or any cause whatsoever, whether or not same is covered, in whole or in part, by insurance, and occurring during the Term term of this AgreementLease, Tenant will promptly, at its sole cost and expense, restore, repair, replace, rebuild or alter the entire Parking Facility same as nearly as possible to the condition they were in immediately prior to such damage or destruction (except as otherwise provided in subparagraph 6.c of this Paragraph 6). Such restoration, repairs, replacements, rebuilding or alterations shall be commenced promptly and prosecuted with reasonable diligence. b) All insurance money received on account of such portion thereof as shall render damage or destruction (excluding money received from business interruption insurance), less the Premises unsuitable for the continued conduct cost, if any, of the Tenant’s and its invitees activities thereonsuch recovery, shall be damaged held in trust by a third party mutually agreed upon by Landlord and Tenant, and applied to the payment of the cost of the aforesaid restoration, repairs, replacements, rebuilding or alterations (hereinafter referred to as the "work"), including expenditures made for temporary repairs or for the protection of property pending the completion of permanent restoration, repairs, replacements, rebuilding or alterations to the Leased Premises. At any time after completion in full of the work, any insurance moneys remaining with the third party trustee shall be disbursed to Landlord. If the insurance money in the hands of the third party trustee shall be insufficient to pay the entire cost of such work, then Tenant shall pay the deficiency. c) If at any time prior to the expiration of the initial or any renewal term of this Lease, the buildings on the Leased Premises shall be substantially destroyed by fire or any other casualtycause covered by insurance so as to render them untenantable, and in the opinion of either Landlord or Tenant the repair or rebuilding thereof for Tenant's purposes would not be commercially practicable, then Landlord either party shall have the option of terminating this Lease, provided that it shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent condition of the insurance proceeds received by Landlord, (ii) Landlord’s duty right of Tenant to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for exercise such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice option that it is not renewing in default under the Term provisions of this Agreement pursuant to Section 2.2 or if Paragraph 10 hereof requiring the maintenance by Tenant has of fire and extended coverage insurance on the Leased Premises. Such termination shall be effected by notice given no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysdays after the date of the occurrence of the destruction or damage specifying a date not more than thirty (30) days after the giving of such notice as the date for such termination, includingprovided however, without limitationthat this Lease shall not be terminable once repair or rebuilding of the buildings on the Leased Premises has commenced. Upon the date specified in such notice, any this Lease and all right, title and interest of the Tenant hereunder shall cease and come to an end, and all charges payable by the Tenant under this Lease shall be apportioned to the date of such period during which Landlord is repairing and restoring termination. In the Parking Facilityevent of such termination, Tenant shall not be required to restore, repair, replace, rebuild or alter said building or buildings, or to pay the cost thereof, but in such case, the rental payable proceeds of all insurance against such damage or destruction shall be and remain the property of the Landlord. d) In the event the building and improvements should be damaged by Tenant fire or other casualty to such extent that it is untenantable, in whole or in part, rent shall not xxxxx. The abatement of ; however, the rent shall be temporarily and reasonably adjusted on the exclusive remedy basis of tenantable area for a reasonable length of time sufficient to permit restoration of the Leased Premises as required herein. Except as provided herein, Tenant's obligation to make payment of the rent and all other charges on the part of Tenant against Landlord in to be paid and to perform all other covenants and agreements on the event part of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for to be performed shall not be affected by any compensation such destruction or damage for loss of use of the whole Leased Premises by fire or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationotherwise.

Damage or Destruction. 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 (excluding Tenant’s personal property, trade fixtures, equipment and any tenant improvements or alterations installed by or on behalf of Tenant) within six (6) months from the date of damage, then Landlord shall, to the extent of available insurance proceeds plus any funds delivered by Tenant to Landlord for purposes of performing such repairs (as hereinafter provided), 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 (excluding Tenant’s personal property, trade fixtures, equipment and any tenant improvements or alterations installed by or on behalf of Tenant) within six (6) months from the date of damage or destruction, and provided that Landlord determines that it is economically feasible, then Landlord shall, to the extent of available insurance proceeds plus any funds delivered by Tenant to Landlord for purposes of performing such repairs (as hereinafter provided), 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. (c) Notwithstanding anything to the contrary contained in Sections 7.7(a) or 7.7(b) above, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Leased Premises if (i) the cost to repair and restore the Building is twenty-five percent (25%) or more of the replacement cost of the entire Building prior to such damage or destruction, or (ii) when any damage thereto or to the Building occurs during the last eighteen (18) months of the Term. Under such circumstances, Landlord shall notify Tenant of its decision not to rebuild within ninety (90) days of such damage, whereupon the Lease shall terminate as of the date of such notice. (d) If neither Section 7.7(a) nor 7.7(b) above applies, Landlord shall so notify Tenant within ninety (90) days after the date of the damage or destruction and 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 if Landlord elects to reconstruct the Project and the Leased Premises, such election to be made at Landlord’s sole option, in which event (i) Landlord shall notify Tenant of such election within said ninety (90) day period, and (ii) Landlord shall, to the extent of available insurance proceeds plus any funds delivered by Tenant to Landlord for purposes of performing such repairs (as hereinafter provided), 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 deem desirable and such changes as may be required by applicable law) but excluding Tenant’s personal property, trade fixtures, equipment and any tenant improvements or alterations installed by or on behalf of Tenant. (e) During any period when Xxxxxx’s use of the Leased Premises is significantly impaired by damage or destruction, Base Rent shall xxxxx in proportion to the degree to which Xxxxxx’s use of the Leased Premises is impaired and Tenant does not actually use the Leased Premises until such time as the Leased Premises are made tenantable as reasonably determined by Landlord; provided that no such rental abatement shall be permitted if the casualty is the result of the negligence or willful misconduct of Tenant or Tenant’s Representatives. (f) The proceeds from any insurance paid by reason of damage to or destruction of the Project or any part thereof insured by Landlord shall belong to and be paid to Landlord, subject to the rights of any mortgagee of Landlord’s interest in the Project or the beneficiary of any deed of trust which constitutes an encumbrance thereon. Tenant shall be responsible at its sole cost and expense for the repair, restoration and replacement of (i) its fixtures, furnishings, equipment, machinery, merchandise and personal property in the Leased Premises, and (ii) its alteration, additions and improvements. In the event of any damage or destruction of all or any part of the Leased Premises, Xxxxxx agrees to immediately deliver to Landlord all property insurance proceeds received by Tenant with respect to any alterations, additions or improvements, but excluding proceeds for Tenant’s furniture, fixtures, equipment and other personal property, whether or not this Lease is terminated as permitted in this Section 7.7, and Tenant hereby assigns to Landlord all rights to receive such insurance proceeds. If, for any reason (including Xxxxxx’s failure to obtain insurance for the full replacement cost of any alterations, additions or improvements from any and all casualties), Tenant fails to receive insurance proceeds covering the full replacement cost of any alterations, additions or improvements which are damaged, Tenant will be deemed to have self-insured the replacement cost of such items, and upon any damage or destruction thereto, Xxxxxx agrees to immediately pay to Landlord the full replacement cost of such items, less any insurance proceeds actually received by Landlord from Landlord’s or Tenant’s insurance with respect to such items. (g) Landlord’s repair and restoration obligations under this Section 7.7 shall not impair or otherwise affect the rights and obligations of the parties set forth elsewhere in this Lease. Subject to Section 7.7(e), Landlord shall not be liable for any inconvenience or annoyance to Tenant, its employees, agents, contractors, subcontractors or invitees, or injury to Xxxxxx’s business resulting in any way from such damage or the repair thereof. Landlord and Xxxxxx agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Leased Premises or the Project with respect to the termination of this Lease and hereby waive the provisions of any present or future statute or law to the extent inconsistent therewith. (h) Tenant shall promptly replace or repair, at Tenant’s cost and expense, Tenant’s movable furniture, equipment, trade fixtures and other personal property in the Leased Premises which Tenant shall be responsible for insuring during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: Lease. (i) the casualty must be insured under Landlord's insurance policies, [intentionally deleted]. (j) The respective rights and Landlord’s obligation is limited to the extent obligations of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair Landlord and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving any damage to or destruction of the Leased Premises, or any other portion of the Building or the Project, are governed exclusively by this Lease. Accordingly, Tenant hereby waives all claims against Landlord the provisions of any law to the contrary, including California Civil Code Sections 1932(2), 1933(4), 1941 and 1942 and any similar or successor laws and any other laws providing for any compensation or damage for loss the termination of use a lease upon destruction of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationleased property.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render a. If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire, or by fire and water or by other casualty, then Landlord may elect either to reconstruct or not to reconstruct the Premises. If the election is not to reconstruct the Premises, then: i) this Lease shall terminate as of the date of casualty; ii) Landlord shall have the right to immediately take possession and occupy the Premises to the exclusion of Tenant; iii) Tenant agrees to promptly vacate the Premises no later than ten (10) days of Landlord’s election not to reconstruct; and iv) Tenant shall be entitled to retain all insurance proceeds payable by reason reimbursement of and with respect to any prepaid Rent that may have been paid between the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the date of casualty must be insured under Landlord's insurance policies, and Landlord’s obligation election not to reconstruct. If the election is limited to reconstruct the extent of the insurance proceeds received by LandlordPremises, (ii) Landlord’s duty Landlord shall proceed with due diligence to repair and restore the Premises shall not begin until receipt to substantially the same condition as prior to the casualty, subject to any delays caused by acts of the insurance proceedsGod, (iii) labor strikes, materials shortage or other events beyond Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restorationcontrol. b. If Landlord undertakes reconstruction or repair, (iv) Landlord shall have no obligation the right to repair take possession of and restore any personal property on occupy, to the exclusion of Tenant, all of the Premises belonging to Tenant or any of Tenant’s employeespart thereof, contractors, agents or invitees, (v) Landlord shall have no obligation to restore for the damage or destruction (or to complete any restoration) during the last year purpose of the Term reconstruction or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementrepair, and (vi) Landlord shall rebuild or reconstruct the Parking Facility Tenant agrees to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against cooperate with Landlord in the event of a casualty involving the Premises. Tenant hereby waives vacating from all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or reasonably required for repair purposes. For the period of time between the date of the casualty and until Landlord’s repair work is substantially completed, Tenant is entitled to rent abatement in proportion to the portion of the Premises not useable by Tenant due to the casualty or required by Landlord for repair. Any Rent already paid shall be held as a credit against future Tenant obligations. Tenant shall not be entitled to rent abatement during Landlord’s repairs if the damages were the result of the negligence or intentional conduct of Tenant or Tenant’s employees, agents or invitees. If the Premises are slightly injured and the damage does not cause any material interference of Tenant’s occupancy of the Premises, then there shall be no abatement of rent during Landlord’s repair. Except for abatement of rent as may be provided in this Section, Tenant shall have no claim against Landlord for any inconvenience injury suffered by Tenant, including but not limited to claims for interference with or annoyance occasioned loss of Tenant’s business, profits, property or occupancy arising from a casualty or by reason of any repairs to the Premises or the building necessitated by the casualty. c. Notwithstanding anything to the contrary contained in this Section, Landlord has no obligation to: i) restore any other space in the building; ii) repair or replace any Tenant leasehold improvements or alterations, furniture, fixtures, equipment or personal property; iii) to reconstruct the Premises or the building if Landlord deems uneconomic; or iv) to repair, reconstruct or restore the Premises or building when the damage resulting from any casualty and occurs during the last twenty-four (24) months of the Term or any resulting damage, destruction, repair, or restorationextension thereof. Landlord shall be entitled to all proceeds of insurance.

Damage or Destruction. If, during the Term In case of this Agreement, the entire Parking Facility or such portion thereof as shall render damage to the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord Licensee shall be entitled give immediate notice thereof to retain all insurance proceeds payable Licensor, who shall elect in its sole discretion whether to repair or rebuild the same with reasonable speed at the expense of Licensor, due allowance being made for delay which may arise by reason of adjustment of loss under insurance policies on the part of Licensor and/or Licensee, and with respect for reasonable delay on account of "force majeure", the COVID- 19 pandemic or any other cause beyond Licensor's control. To the extent that the Premises are rendered unLicenseeable by one of the foregoing casualties, the Fees shall proportionately xxxxx, provided the damage above mentioned occurred without the fault or neglect of Licensee or Licensee's employees, agents, contractors, or invitees. However, if such partial damage is due to the fault or neglect of Licensee, or Licensee's employees, agents, contractors, or invitees, the damage shall be repaired by Licensor at Licensee’s expense and there shall be no apportionment or destruction abatement of Fees. In the event the damage shall be so extensive to the Premises and Landlord shall rebuild or reconstruct the Parking Facility as to render it uneconomical, in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under LandlordLicensor's insurance policiessole discretion, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage same for Licensee’s intended use herein and Licensor shall elect not to repair or destruction (rebuild the Premises, this Agreement, at the option of Licensor, shall be terminated upon written notice to Licensee and the Fees shall, in such event, be paid to or to complete any restoration) during the last year adjusted as of the Term or date of any Option Period if Tenant has delivered notice that it is not renewing such damage, and the Term of this Agreement pursuant shall terminate. Licensee shall thereupon vacate the Premises and surrender the same to Section 2.2 Licensor, but no such termination shall reAgreement Licensee from any liability to Licensor arising from such damage or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as from any breach of the Commencement Date. During the period in which the Parking is unavailable to a Tenant obligations imposed on Licensee hereunder, or for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any obligations accrued hereunder prior to such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationtermination.

Damage or Destruction. If12.1 Except as otherwise provided for herein, if at any time during the Lease Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building is damaged or destroyed destroyed, and this Lease is not terminated by fire Landlord pursuant to Section 12.2 or other casualty12.3, then Landlord this Lease shall be entitled to retain all insurance proceeds payable by reason of remain in full force and with respect to the damage or destruction to the Premises effect, and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner with due diligence, subject to the following terms and conditions: any delaying cause, reconstruct (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of available net insurance proceeds) Landlord’s Work as described in Exhibit C, if any, and the insurance proceeds received Building shell to approximately the same condition as same existed on the Commencement Date, with such modifications thereto as may be reasonably required in connection with the reconstruction of the balance of the Shopping Center; promptly upon completion of such work by Landlord, (ii) LandlordTenant, at Tenant’s duty sole cost and expense, shall reconstruct Tenant’s Work and shall replace Tenant’s Tenant’s Work and Tenant’s merchandise, Improvements, trade fixtures, furnishings, signs and other personal property to repair a condition at least equal to that prior to the occurrence of the casualty. Reconstruction by Tenant shall conform to the provisions of Exhibit C and restore Articles 2 and 9. Tenant shall continue to occupy the Premises shall not begin until receipt of to the insurance proceedsextent, (iii) Landlord’s lender(s) must permit if any, that such occupancy is reasonably practicable to the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any conduct of Tenant’s employeesbusiness during reconstruction, contractors, agents or invitees, (v) Landlord shall have no obligation such determination to restore be made in the damage or destruction (or to complete any restoration) during the last year reasonable business judgment of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementTenant, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental Minimum Rent payable by Tenant shall xxxxx. The abatement be abated by Landlord proportionately with the degree to which Tenant’s use of the rent shall be Premises is impaired, commencing from the exclusive remedy date of Tenant against the casualty and continuing until Landlord in the event of a casualty involving the Premiseshas substantially completed its reconstruction obligations under this Section 12.1. Tenant hereby waives all claims against Landlord for shall not be entitled to any compensation or damage damages from Landlord for loss of use of the whole or any part of the Premises and/or for Premises, the Building, or Tenant’s personal property, or any inconvenience or annoyance occasioned by such damage, reconstruction or replacement of the Premises or any other part of the Shopping Center. In the event the insurance proceeds available to Tenant are insufficient to restore the Premises or Tenant’s current prototype restaurant design has changed, Landlord shall not unreasonably withhold its consent to changes to the appearance of the Premises to permit restoration of the Premises. 12.2 Notwithstanding any of the foregoing provisions of this Article 12, should there be a Major Destruction or Uninsured Casualty at any time during the Term, Landlord shall have the right, in its sole discretion, to terminate this Lease on written notice to Tenant within ninety (90) days after such casualty, with no further obligations thereafter accruing from Landlord to Tenant. “Major Destruction” means any casualty and any resulting damageor destruction (whether or not an Uninsured Casualty) or Hazardous Materials condition, destruction, repairto an extent of more than one-third (33-1/3%) of the full replacement cost of the Premises as of the date immediately prior to the casualty, or restorationthat results in the termination of the leases of tenants representing more than one-third (33-1/3%) of the leasable area of the Building. “Uninsured Casualty” means damage or destruction to any portion of the Shopping Center resulting from any flood, earthquake, act of war, nuclear reaction, nuclear radiation or radioactive contamination, the existence or migration of Hazardous Materials, or any or any other casualty of any kind or nature whatsoever not covered by the insurance Landlord is required to maintain under this Lease. In the event Landlord fails to so terminate this Lease, this Lease shall not terminate, Landlord shall proceed with the reconstruction of the Premises and shall be responsible for the costs of same to the extent insurance proceeds are unavailable.

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility Premises or such any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other by another casualty, then Landlord rent shall be entitled to retain all insurance proceeds payable by reason abate frox xxx date of and with respect such destruction in proportion to the damage or destruction to area of that portion of the Premises which, in the reasonable opinion of the Landlord, is thereby rendered unfit for the purposes of the Tenant until the Premises are repaired and rebuilt and the Landlord shall agrees that it will with reasonable diligence repair and rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Premises. The Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair rebuild and restore the Premises shall not begin until receipt include the obligation to rebuild, restore, replace or repair any chattel, fixture, leasehold improvement, installation, addition or partition in respect of which the Tenant is to maintain insurance under Article 8(u), or any other thing that is the property of the insurance proceedsTenant (in this clause collectively called "Tenant's Improvements"); the Premises shall be deemed restored and rebuilt and fit for the Tenant's purposes when the Landlord's Architect certifies that they have been substantially restored and rebuilt to the point where the Tenant could occupy them for the purpose of rebuilding, (iii) Landlord’s lender(s) must permit restoring, replacing or repairing the insurance proceeds to be used for such repair and restoration, (iv) Tenant's Improvements; the issuance of the certificate shall not relieve the Landlord shall have no of its obligation to complete the rebuilding and restoration as aforesaid, but the Tenant shall forthwith after issuance of the certificate proceed to rebuild, restore, replace and repair the Tenant's Improvements, and restore any personal property on the provisions of Article 8(m) shall apply to such work, mutatis mutandis. (b) Notwithstanding Article 12 (a) if the Premises belonging to Tenant or any portion thereof are damaged or destroyed by any cause whatsoever and cannot in the reasonable opinion of Tenant’s employees, contractors, agents the Landlord be rebuilt or invitees, made fit for the purposes of the Tenant as aforesaid within ninety (v90) Landlord shall have no obligation to restore days of the damage or destruction (or to complete any restoration) during the last year destruction, instead of the Term Landlord rebuilding or of any Option Period if making the Premises fit for the Tenant, the Landlord and the Tenant has delivered notice that it is not renewing shall each have the Term of option to terminate this Agreement pursuant Lease by giving to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than other within thirty (30) consecutive days, including, without limitation, days after such damage or destruction notice of termination and thereupon rent and any other payments for which the Tenant is liable under this Lease shall be apportioned and paid to the date of such period during which Landlord is repairing damage and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement immediately deliver up possession of the rent shall be Premises to the exclusive remedy Landlord. (c) Irrespective of Tenant against Landlord whether the Premises or any portion thereof are damaged or destroyed as aforesaid, in the event of a casualty involving that twenty-five percent (25%) or more, as determined by the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use Landlord, of the whole Building is damaged or destroyed by any part cause whatsoever, and if, in the reasonable opinion of the Landlord, such area cannot be rebuilt or made fit for the purposes of the tenants thereof within ninety (90) days of such damage or destruction, the Landlord and the Tenant shall each have the option to terminate this Lease by giving to the other within thirty (30) days after such damage notice of termination requiring vacant possession of the Premises and/or for sixty (60) days after delivery of the notice of termination and thereupon, subject to any inconvenience or annoyance occasioned by any casualty abatement to which the Tenant may have been entitled under Article 12(a), rent and any resulting damage, destruction, repair, or restorationother payments for which the Tenant is liable under this Lease shall be apportioned and paid liable under this Lease shall be apportioned and paid to the date on which vacant possession is given and the Tenant shall deliver up possession of the Premises to the Landlord in accordance with such notice of termination.

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

Damage or Destruction. (a) If, during the Term of this AgreementLease Term, the entire Parking Facility Premises or such portion thereof as shall render portions of the Building or common areas that are reasonably necessary for the tenantability of, or access to, the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are totally or partially damaged or destroyed by fire from any cause, thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall diligently (taking into account the time necessary to effectuate a satisfactory settlement with any insurance company involved) restore and repair the Premises (including the Leasehold Work) and the Building to substantially the same condition they were in prior to such damage, except as provided in this Article XVII. (b) After the occurrence of such damage or destruction, Landlord shall promptly notify Tenant of Landlord’s determination (“Landlord’s Determination Notice”) of the date by which Landlord reasonably estimates it could substantially complete such repairs and restoration (the “Estimated Restoration Date”). If in the reasonable judgment of Landlord the repairs and restoration cannot be entitled completed within two hundred seventy (270) days after the occurrence of such damage, including the time needed for removal of debris, preparation of plans and issuance of all required government permits, then, for a period of forty-five (45) days after Tenant’s receipt of Landlord’s Determination Notice, Landlord and Tenant shall each have the right to retain all insurance proceeds payable terminate this Lease by reason of and with respect providing written notice to the damage or destruction other. 17.2 If neither party elects to terminate this Lease within the Premises and applicable period set forth in Section 17.1 above, Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty proceed to repair and restore the Premises shall not begin until receipt (including the means of access thereto and the Leasehold Work) and the Building utilizing the proceeds of Landlord’s insurance (covering damage to the Building and to the Leasehold Work (or any Phase thereof) up to the amount of the Allowance (or any portion thereof applicable to such Phase)) and Tenant’s insurance proceeds(covering the Leasehold Work in excess of the amount of the applicable portion of the Allowance), (iii) Landlord’s lender(s) must permit the insurance proceeds to and Tenant shall be used for such repair and restoration, (iv) Landlord shall have no obligation required to repair and restore any at its sole expense all decorations, trade fixtures, furnishings, equipment and personal property on the Premises installed by or belonging to Tenant. In connection with any restoration of the Leasehold Work, Landlord shall perform the Leasehold Work, and Landlord shall be obligated to pay for the cost of the Leasehold Work up to the amount of the Allowance (or applicable portion thereof). Landlord and Tenant or agree that in the event of any of overlap between Landlord’s insurance and Tenant’s employeesinsurance with respect to insuring the Leasehold Work, contractors, agents or invitees, then Landlord’s insurance shall be primary. Tenant shall reimburse Landlord (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than within thirty (30) consecutive days of demand therefor) for the cost of any Leasehold Work (or any Phase thereof) above the amount of the Allowance (or any portion thereof applicable to such Phase). (a) If this Lease is not terminated pursuant to the provisions of this Article XVII, but the repairs and restoration of the Premises undertaken by Landlord are not substantially completed on or before the sixtieth (60th) day after the Estimated Restoration Date (the “Restoration Deadline”), then Tenant shall have the right to terminate this Lease by delivering written notice of the exercise of such right to Landlord at any time following the Restoration Deadline and prior to the date restoration of the damage is substantially completed. Notwithstanding the foregoing, the Restoration Deadline shall be extended on a day-for-day basis to the extent any of the following factors delay the repair and restoration of the Premises: (i) if the delay in completion is a result of a Tenant Delay; or (ii) if (x) the delay in completion is the result of a Force Majeure Delay, (y) Landlord has given Tenant notice of such delay reasonably promptly after the occurrence thereof, and (z) the necessary repairs and restoration are substantially completed within one hundred twenty (120) days after the Estimated Restoration Date, which time period shall not be further extended as a result of Force Majeure (the “Extended Restoration Deadline”). In the event the necessary repairs and restoration are not substantially completed on or before the Extended Restoration Deadline and the delay in completion is not the result of a Tenant Delay, then Tenant shall’ have the right to terminate this Lease by delivering written notice of the exercise of such right to Landlord within ten (10) business-days-after the Extended Restoration Deadline. (b) Notwithstanding anything to the contrary contained in this Article XVII, includingin the event such damage or destruction was caused by the willful misconduct of Tenant, without limitationthen any right to terminate this Lease to which Tenant is otherwise entitled pursuant to this Article XVII automatically shall be void and of no force or effect whatsoever. 17.4 If this Lease is terminated pursuant to this Article, any all rent payable hereunder shall be apportioned and paid to the date of the occurrence of such period during which damage, and Tenant shall have no further rights or remedies as against Landlord pursuant to this Lease, or otherwise. If this Lease is not terminated as a result of such damage, until the repair and restoration of the Premises is completed, Tenant shall be required to pay annual Base Rent and Additional Rent only for that part of the Premises that Tenant is able to use while repairs are being made, based on the ratio that the amount of usable rentable area bears to the total rentable area of the Premises. Landlord shall bear the costs and expenses of repairing and restoring the Parking FacilityPremises applying toward such costs and expenses the proceeds of Landlord’s and (to the extent, if any, provided in Section 17.2 above) Tenant’s insurance (covering damage to the rental payable Building and to the Premises). Provided, however, that Landlord shall not be obligated to restore the Premises or the Building if (i) the destruction was not caused by an insurable event, or (ii) the estimated cost of such restoration, as determined by Landlord’s architect, exceeds the sum of (x) any deductible under Landlord’s applicable insurance policy, plus (y) insurance proceeds available to Landlord for such restoration or the amount of insurance proceeds that Landlord would have received if Landlord had carried the insurance required in Section 13.2. 17.5 If Landlord repairs and restores the Premises as provided in this Article XVII, Landlord shall not be required to repair or restore any decorations, alterations or improvements to the Premises previously made by or at the expense of Tenant (except the Leasehold Work pursuant to the provisions of Section 17.2) nor any of the trade fixtures, furnishings, equipment or personal property belonging to Tenant. If the Lease is not terminated pursuant to this Article, Tenant shall xxxxx. The abatement be required to repair and restore at its sole expense all such decorations, alterations, or improvements to the Premises previously made by or at the expense of Tenant and all such trade fixtures, furnishings, equipment and personal property belonging to Tenant. 17.6 Notwithstanding anything to the contrary contained herein, if (a) the Building is damaged or destroyed from any cause to such an extent that the costs of repairing and restoring the Building would exceed fifty percent (50%) of the rent replacement value of the Building, and (b) in the sole but not unreasonable judgment of Landlord the repairs and restoration cannot be completed within two hundred seventy (270) days after the occurrence of such damage, and (c) Landlord terminates all other leases in the Building, then, whether or not the Premises are damaged or destroyed, Landlord shall have the right to terminate this Lease by written notice to Tenant within forty-five (45) days following such event. This right of termination shall be the exclusive remedy in addition to any other right of Tenant against Landlord termination provided in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationthis Lease.

Damage or Destruction. If, during the Term If all or any part of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are --------------------- damaged or destroyed by fire or other casualty, then this Lease shall continue in full force and effect, unless terminated as hereinafter provided. (a) Landlord shall repair, restore or rebuild the Premises to its condition at the time of the occurrence of the loss, and Landlord agrees to diligently and continuously pursue to completion any such repairs. However, Landlord shall not be entitled obligated to retain begin such repair, restoration or rebuilding until insurance proceeds are received by Landlord; and Landlord's obligation to do so shall be limited to the proceeds Landlord actually receives under any insurance policies which are not required to be applied towards the reduction of any indebtedness secured by a deed to secure debt covering the Building or any portion of it. (b) Tenant covenants and agrees to reopen for business in the Premises within 60 days after notice from Landlord that the Premises have been restored and are ready for reoccupancy. In this regard, Tenant shall repair, restore and refixture all parts of the Premises not insured under any insurance policies insuring Landlord. This shall be done in a manner, and to a condition, equal to that existing prior to its destruction. The proceeds of all insurance proceeds payable carried by reason Tenant on its property and improvements shall be held in trust by Tenant for the purpose of said repair and with respect to the replacement and used only for that purpose. (c) No damage or destruction to the Premises and Landlord shall rebuild allow Tenant to surrender possession of the Premises, nor affect Tenant's liability for the payment of rents or reconstruct the Parking Facility performance of any other Term, except as may be specifically provided in a commercially reasonable and efficient manner subject this Lease. (d) Notwithstanding anything to the following terms and conditions: contrary contained in this 1111.1 or elsewhere in this Lease, Landlord at its option may terminate this Lease on 30 days notice to Tenant if: (i) The Premises and the casualty must Building shall be insured under damaged or destroyed as a result of an occurrence which is not covered by Landlord's insurance policiesinsurance, and Landlord’s obligation is limited to the extent of or the insurance proceeds received by Landlord, are insufficient to completely pay for the full restoration and repair of the Premises and the Building; or (ii) The Premises shall be damaged or destroyed during the last two years of the Term, or any renewal thereof; or (iii) Any or all of the Building or its improvements are dam aged (whether or not the Premises are damaged) to such an extent that (in the sole judgment of Landlord’s duty to repair ) the entire Building cannot be restored and restore then operated as an economically viable unit. (e) If the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair damaged or destroyed and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event that Landlord has not elected to terminate this Lease, Landlord and Tenant shall resume their respective obligations (other than those specified in this Article as continuing under this Article XI) as soon as is reasonably possible, and then prosecute the same to completion with all due diligence. (f) Tenant shall give to Landlord prompt written notice of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation damage to or damage for loss destruction of use of the whole or any part portion of the Premises and/or for any inconvenience resulting from fire or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationother casualty.

Damage or Destruction. ‌ (a) If, during the Term of this AgreementLease term, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be premises hereby leased are damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited but not to the extent that Tenant is prevented from carrying on business in the premises, Landlord shall promptly cause such damage to be repaired; if such damage renders a substantial portion of the insurance proceeds received premises untenantable, the rent reserved hereunder (except Xxxxxx’s share of any charges for water) shall be reduced during the period of its untenantability proportionately to the amount by Landlordwhich the area so rendered untenantable bears to the entire area leased hereunder, (ii) Landlord’s duty to repair and restore such reduction shall be apportioned from the Premises shall not begin until receipt date of the insurance proceedscasualty to the date when the leased premises are rendered fully tenantable. Notwithstanding the foregoing, (iii) Landlordin the event such fire or other casualty damages or destroys any of Tenant’s lender(s) must permit leasehold improvements, alterations, betterments, fixtures or equipment, Tenant shall cause the insurance proceeds same to be used for such repair repaired or restored at Tenant’s sole cost and restoration, (iv) expense and Landlord shall have no obligation to liability for the restoration or repair and restore any personal property on thereof. (b) If, during the Premises belonging to Tenant Lease term, the premises or any a substantial portion of Tenant’s employeesthe building in which the premises is situated are rendered wholly untenantable as the result of fire, contractorsthe elements, agents unavoidable accident or inviteesother casualty, (v) Landlord shall have no obligation the option either to restore the damage or destruction (premises to their condition immediately prior to the casualty or to complete terminate this Lease, such option shall be exercised by Landlord by written notice to Tenant within thirty (30) days after the fire, accident or casualty. In the event of such termination, the rent reserved hereunder shall be adjusted as of the date of the fire, accident or casualty. If Landlord elects to restore the premises, such restoration shall be completed as promptly as reasonably possible and the rent reserved hereunder shall xxxxx until the premises are again rendered tenantable. (c) Notwithstanding any restorationof the foregoing provisions of this Section 14, if Landlord elects to repair or restore the premises, but Landlord fails to substantially restore the same within one hundred eighty (180) days following the date of such fire or other casualty, Tenant shall have the right to terminate this Lease by written notice of termination to Landlord given after the expiration of such one hundred eighty (180) day period so long as such notice is given prior to Landlord’s substantial restoration of the premises. Further, if the premises is rendered wholly untenantable during the last year of the Term Lease term or of during any Option Period if renewal term, Tenant has delivered shall have the right to terminate this Lease by written notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than given within thirty (30) consecutive days, including, without limitation, any days following the date of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation fire or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationother casualty.

Damage or Destruction. IfIn the event of a fire or other casualty in the Premises, during Tenant shall promptly give Landlord notice thereof. Except as provided to the Term of this Agreementcontrary in Section 9.02 below, the entire Parking Facility or such portion thereof as shall render Landlord and Tenant agree that if the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged Building are partially or totally destroyed by fire or other casualtycasualty covered by the fire and extended coverage insurance to be carried by Landlord under the terms of this Lease, then the Landlord shall be entitled to retain all insurance proceeds payable by reason of may, at its sole option and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesdiscretion, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises Premises, or Landlord may terminate this Lease without liability to Tenant. In the event that Landlord does not elect to terminate this Lease as a result of such damage or destruction, then Landlord, at its expense, shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging Building and the Premises, as soon as reasonably practicable, to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore substantially the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which same condition as existed as of the Commencement Date. During Notwithstanding any of the period foregoing provisions to the contrary, in which the Parking is unavailable event the Premises or the Building are destroyed or damaged to a Tenant for any reason caused the extent that the repairs to be made by Landlord during in order to restore the Term Premises or the Building to the character and condition existing as of the Commencement Date, as estimated by a responsible contractor selected by Landlord, cannot be Substantially Completed within one hundred eighty (180) days from the date of the casualty, Landlord shall forthwith give Tenant written notice of such estimate, and Tenant shall have the right to terminate this Agreement for a period of more than Lease, without liability to Landlord, within thirty (30) consecutive days, including, without limitation, any such period during which days after Tenant’s receipt of said notice from Landlord. In the event the Premises are totally destroyed or so damaged by fire or other casualty covered by the fire and extended coverage insurance to be carried by Landlord is repairing and restoring under the Parking Facility, terms of this Lease that the rental payable Premises cannot reasonably be used by Tenant for the purposes herein provided and this Lease is not terminated as above set forth, then there shall xxxxx. The be a total abatement of Rent from the rent date of casualty until Substantial Completion of the repair and restoration work to be performed by Landlord and Landlord has received a certificate of occupancy (with Tenant’s cooperation in completing the required application) and all other required governmental approvals, and this Lease shall continue in full force and effect for the balance of the Term. In the event the Premises are partially destroyed or damaged by fire or other casualty so that the Premises can be used only partially by Tenant for the purposes herein provided and this Lease is not terminated as above set forth, then Rent shall be the exclusive remedy of Tenant against Landlord abated in the event of a casualty involving proportion which the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use approximate area of the whole or any damaged part bears to the total area in the Premises from the date of the Premises and/or casualty until Substantial Completion of the repair and restoration work to be performed by Landlord, and this Lease shall continue in full force and effect for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationthe balance of the Term.