Common use of Damage or Destruction Clause in Contracts

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) below.

Damage or Destruction. It is hereby expressly agreed, that in the event the Leased Premises and/or the Building are damaged or destroyed by fire, lightning, tempest, explosion, impact, sabotage, vandalism or any of the perils insured against under the provisions of the Landlord’s insurance policies or any other cause, then in every such event the following rules shall apply: (a) In If the event of a total damage or destruction is such that the Leased Premises is rendered untenantable or if more than thirty percent (30%) of the Building building in which the Leased Premises are situate is damaged, in whole or in part and Improvements during if it is impossible or unsafe for the Term from any causeTenant to use and occupy the Leased Premises and if in either event the damage, either party may elect in the opinion of the Landlord’s Consultant (as defined in Section 1.02) to terminate this Lease by giving written notice of termination be given to the other party Tenant within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent happening of seventy-five percent (75%) such damage or more and this Lease is not terminated by either Lessor or Lesseedestruction, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored repaired with reasonable diligence within a period of one hundred and eighty (180) days from the date happening of such casualtydamage or destruction then either the Landlord or the Tenant may, either Lessor or Lessee may within ten (10) days next succeeding the giving of the Consultant’s opinion as aforesaid, terminate this Lease by giving written notice of termination to the other notice in writing of such termination, in which event this Lease and the Term shall cease and be at an end as of the date of such destruction or damage and all Minimum Rent, Additional Rent and other payments for which the Tenant is liable under the terms of this Lease shall be apportioned and paid in full to the date of such destruction or damage. (b) If the damage or destruction be such that the Leased Premises is rendered untenantable, in whole or in part, or if it is impossible or unsafe for the Tenant to use and occupy the Leased Premises, but if in either event the damage, in the opinion of the Landlord’s Consultant to be given to the Tenant within thirty (30) days after from the casualty. Furthermorehappening of such damage or destruction, if can be repaired with reasonable diligence within one hundred and eighty (180) days from the happening of such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, damage or is not insured under any other property insurance carried by Lessordestruction, or if in the proceeds of insurance received by Lessor when added to event that neither the applicable deductible are not sufficient to repair and restore Landlord nor the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate Tenant terminates this Lease pursuant to paragraph (a) above, then in such cases the first sentence Landlord shall reconstruct, rebuild or repair the Leased Premises with reasonable diligence and in a good and workmanlike manner but only to the extent of the Landlord’s Work as set out in this Paragraph 20(b))Lease, and exclusive of any work, improvements or (2) fixtures made by the Tenant pursuant to terminate this Lease or otherwise and the Minimum Rent shall xxxxx proportionately to the portion of the Leased Premises rendered untenantable from the date of destruction or damage and until the Leased Premises have been restored and rendered tenantable by giving written notice the Landlord and Tenant to the extent aforesaid. (c) The decision of termination the Landlord’s Consultant as to Lessee. Lessorthe percentage of damage or destruction to the Leased Premises; as to the time within which the Leased Premises can or cannot be repaired; as to the state of tenantability of the Leased Premises; and as to the date on which the Landlord’s election Work and Tenant’s Work is completed, shall be final and binding on the parties hereto. (d) Upon the Tenant being notified in writing by the Landlord that the Landlord’s reconstruction, rebuilding or repair of the Leased Premises as aforesaid, has been substantially completed, the Tenant shall forthwith complete all the Tenant’s work including, without limitation, such work as is set out in this Lease, and all work required to repair and fully restore the Building Leased Premises for business fully fixtured, stocked and Improvements staffed (in any case, without the benefit of any allowance or payments made by the Landlord to terminate the Tenant in connection with the Tenant’s work or in connection with the original construction of the Leased Premises). The Tenant shall complete its work and open for business as soon as reasonably possible and in any event within 240 days after receipt of notice that the Landlord’s work has been substantially completed. Nothing in this Lease shall be made Section 10.01 requires the Landlord to rebuild the Leased Premises or the Property to the condition and written notice thereof shall be given to Lessee within thirty the state that existed before any such occurrence of damage or destruction. (30e) In the event that damage or destruction of the Leased Premises and/or the building in which the Leased Premises are situate renders the Leased Premises untenantable for a period of three (3) days after or less, then the casualty. If this Lease is Tenant shall not terminated by Lessor or Lessee pursuant be entitled to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowany abatement of any rent whatsoever.

Damage or Destruction. (a) In the event of a total destruction of the 328 Building or the 330 Building, and Improvements related improvements during the Term term of the Lease of the 328 Premises or the term of the Lease of the 330 Premises from any cause, either party may elect to terminate this the Lease of the Building destroyed effective as of the date of the casualty by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if either the 328 Building or the 330 Building, or both, and Improvements related improvements are destroyed to the extent of seventysixty-five percent (7565%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by with respect to either Lessor or Lesseeboth of the 328 Building or the 330 Building, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the 328 Building and/or the 330 Building, or both, as applicable, and Improvements to substantially the condition existing as of the Commencement Date of this Lease improvements in a diligent manner and this Lease shall continue in full force and effecteffect with respect thereto, except that rent Monthly Base Rent and Additional Rent payable with respect to the affected premises shall be abated in accordance with Paragraph 20(d25(f) below. (b) Subject to Paragraph 25(d), in the event of a partial destruction of the 328 Building or the 330 Building and related improvements to an extent less than sixty-five percent (65%) of the replacement cost thereof and if the damage thereto can be repaired, reconstructed, or restored within a period of two hundred forty (240) days from the date of such casualty, and if the casualty is from a cause which is insured (or required to be insured) under Lessor’s “all risk” property insurance, or is insured under any other coverage then carried by Lessor, Lessor receives such insurance proceeds, and such proceeds are sufficient to repair, reconstruct and restore the affected premises and improvements, Lessor shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 25(f) below. If any of the foregoing conditions is not met, Lessor shall have the option of either repairing and restoring the affected premises and improvements, or terminating this Lease with respect to the affected premises effective as of the date of the casualty by giving written notice of termination to Lessee within thirty (30) days after the casualty, subject to the provisions of Paragraph 25(c). Notwithstanding anything to the contrary contained in this Paragraph 25, except as set forth in Paragraph 25(d), Lessor shall not have the right to terminate this Lease if the cost to repair the damage to the affected premises or improvements would be less than five percent (5%) of the replacement cost thereof, regardless of whether or not the casualty is insured. Notwithstanding anything to the contrary contained in this Paragraph 25, if the cost to repair the damage to the affected premises and improvements exceeds five percent (5%) of the replacement cost thereof, and Lessor elects to terminate this Lease, Lessee may nullify the effect of such termination by giving Lessor written notice within ten (10) days after receipt by Lessee of Lessor’s notice of termination that Lessee elects to repair the damage to the affected premises and improvements at Lessee’s sole cost (to the extent the costs exceed the proceeds received by Lessor from Lessor’s property insurance), in which event this Lease shall remain in effect with respect to the affected premises, provided that rent abatement shall not extend beyond the date that the restoration is substantially completed. (c) In the event of a partial destruction of the 328 Building or the 330 Building and Improvements of the Property improvements to an extent equal to or exceeding twenty-five percent (25%) ), but less than seventysixty-five percent (7565%) of the replacement cost thereof, or if any in the event the damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from after the date of such casualty, either Lessor or Lessee may terminate this Lease with respect to the affected premises and improvements by giving written notice of termination to the other Lessor within thirty (30) days after the casualty. The foregoing shall not affect Lessor’s termination rights under subparagraph (b) above. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form “all risk” property insurance, or is not required by this Lease to be insured under any other property insurance carried by Lessor or required hereunder to be carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient may elect to repair and restore the Building affected premises and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b25(c)), or (2) to Lessor may terminate this Lease effective as of the date of the casualty by giving written notice of termination to Lessee, subject to the limitations of Paragraph 25(b). Lessor’s election to repair and restore the Building affected premises and Improvements improvements or to terminate this Lease Lease, shall be made and written notice thereof shall be given to Lessee within forty-five (45) days after the casualty. Notwithstanding the foregoing, (1) if Lessor has not obtained all necessary governmental permits for the restoration and commenced construction of the restoration within one hundred twenty (120) days after the casualty, Lessee may terminate this Lease with respect to the affected premises by written notice to Lessor given at any time prior to the actual commencement of construction of the restoration; or (2) if Lessor elects to repair and restore the affected premises and improvements under subparagraph (b) or (c) above, but the repairs and restoration are not substantially completed within one hundred eighty (180) days after the casualty plus the period of any delays in the completion of the repairs and restoration caused by strikes, labor disputes, unavailability of materials, inclement weather, or acts of God (“force majeure delays”), Lessee may terminate this Lease by written notice to Lessor given within thirty (30) days after the casualty. If expiration of said period of one hundred eighty (180) days after the casualty (plus the period of any force majeure delays, but not by more than thirty (30) additional days), provided that the work of repairs and restoration has not been commenced prior to the receipt of such notice by Lessor. (d) Notwithstanding anything to the contrary contained in this Paragraph 25, if at any time during the last twelve (12) months of the term of this Lease of the 328 Premises or the 330 Premises there is damage to the 328 Building, or the 330 Building or both, and improvements for which the cost to repair exceeds five percent (5%) of the replacement cost of the 328 Building, the 330 Building, or both, and improvements, whether or not an insured loss, Lessor may, at Lessor’s option, terminate this Lease effective sixty (60) days following the date of occurrence of such damage by giving written notice to Lessee of Lessor’s election to do so within thirty (30) days after the date of such damage; provided, however, that Lessee may nullify such termination by exercising its option to extend with respect to the premises affected prior to the expiration of the option exercise period if an option to extend is in effect with respect to the premises affected on the date Lessee receives such notice of termination. (e) If the Lease of the 328 Premises or the Lease of the 330 Premises is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d25(f) below. (f) In the event of repair, reconstruction, or restoration as provided herein, the Monthly Base Rent and Additional Rent shall be abated proportionally in the ratio which the Lessee’s use of the affected premises is impaired during the period of such repair, reconstruction, or restoration, from the date of the casualty until such repair, reconstruction or restoration is completed. (g) With respect to any destruction of the 328 Building or the 330 Building and improvements which Lessor is obligated to repair, or may elect to repair, under the terms of this Paragraph 25, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor’s time for completion of the repairs and restoration of the Building and improvements referred to above shall be extended by a period equal to any delays caused by strikes, labor disputes, unavailability of materials, inclement weather, or acts of God, but not by more than thirty (30) days. (h) In the event of termination of this Lease with respect to the 328 Premises or the 330 Premises or both pursuant to any of the provisions of this Paragraph 25, the Monthly Base Rent and Additional Rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the 328 Premises or the 330 Premises and improvements, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee’s obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 25, and except in the event of termination of this Lease by either party in which case Lessee shall be relieved of its obligations under this Lease that accrue from and after the date of such termination, except for obligations which survive the expiration or termination of this Lease by the express provisions hereof. (i) In the event of any termination of this Lease as to the 330 Premises pursuant to this Xxxxxxxxx 00, Xxxxxx shall also have the right to terminate this Lease as to the 328 Premises regardless of whether or not the 328 Premises have been damaged.

Damage or Destruction. (a) In the event of a total destruction of Building #16 and the Building #16 Improvements, or the Building #13 Premises and the Building #13 Improvements during the Term lease term from any cause, either party may elect to terminate this Lease with respect to either or both of the buildings affected by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements building or the premises involved are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the Building and Improvements to substantially building or the condition existing as of the Commencement Date of this Lease premises involved in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d21(d) below. (b) In the event of a partial destruction of the Building and Improvements #16 or Building #13 or any of the Property premises which are the subject of this Lease to an extent less than seventy-five percent (75%) of the replacement cost thereof and subject to Lessee’s right to terminate the Lease under Paragraph 21(c) below, if the damage thereto can be repaired, reconstructed, or restored within a period of two hundred seventy (270) days from the date of such casualty, and if the casualty is from a cause which is insured under Lessor’s “all risk” property insurance, or is insured under any other coverage then carried by Lessor, Lessor shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 21(d) below. If any of the foregoing conditions is not met, Lessor shall have the option of either repairing and restoring the building and the improvements affected, or terminating this Lease with respect to the building involved by giving written notice of termination to Lessee within thirty (30) days after the casualty, subject to the provisions of Paragraph 21(c). Notwithstanding anything to the contrary contained in this Paragraph 21, Lessor shall not have the right to terminate this Lease if the cost to repair the damage or to restore Building #16 or Building #13 or the Building #13 Premises would cost less than five percent (5%) of the replacement cost of the building involved, regardless of whether or not the casualty is insured. Notwithstanding anything to the contrary contained in this Paragraph 21, if the cost to restore the building damaged exceeds five percent (5%) of the replacement cost, and Lessor elects to terminate this Lease, Lessee may nullify the effect of such termination by giving Lessor written notice within ten (10) days after receipt by Lessee of Lessor’s notice of termination that Lessee elects to restore the building damaged at Lessee’s sole cost (to the extent the costs exceed Lessor’s insurance proceeds), in which event this Lease shall remain in effect, provided that rent abatement shall not extend beyond the date that the restoration is completed, or two hundred seventy (270) days after the casualty, whichever occurs first. (c) In the event of a partial destruction of Building #16 or the Building #13 Premises to an extent equal to or exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any the damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty twenty (180120) days from the date of such casualty, either Lessor or Lessee may terminate this Lease with respect to the building involved by giving written notice of termination to the other Lessor within thirty (30) days after the casualty. The foregoing shall not affect Lessor’s termination rights under subparagraph (b) above. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form “all risk” property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient may elect to repair and restore the Building building involved and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements related improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b21(c)), or (2) to Lessor may terminate this Lease with respect to the building involved by giving written notice of termination to Lessee, subject to the limitations of Paragraph 21(b). Lessor’s election to repair and restore the Building building involved and Improvements related improvements or to terminate this Lease with respect thereto, shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. Notwithstanding the foregoing, to the extent that Lessee and Lessor have not previously terminated the Lease, (1) if Lessor has not obtained all necessary governmental permits for the restoration and commenced construction of the restoration within one hundred twenty (120) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given at any time prior to the actual commencement of construction of the restoration; or (2) if Lessor elects to repair and restore the building involved and related improvements under subparagraph (b) or (c) above, but the repairs and restoration are not substantially completed within one hundred eighty (180) days after the casualty, Lessee may terminate this Lease with respect to the building involved by written notice to Lessor given within thirty (30) days after the expiration of said period of one hundred eighty (180) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d21(d) below. (d) Subject to the limitation in Paragraph 21(b) above which applies if Lessee elects to restore the building or the premises involved at Lessee’s expense, in the event of repair, reconstruction, or restoration as provided herein, the Monthly Base Rent and Additional Rent shall be abated proportionally in the ratio which the Lessee’s use of the premises involved is impaired during the period of such repair, reconstruction, or restoration, from the date of the casualty until such repair, reconstruction or restoration is completed. (e) With respect to any destruction of the Building #16 Premises or the Building #13 Premises which Lessor is obligated to repair, or may elect to repair, under the terms of this Paragraph 21, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor’s obligation to repair and restore such premises shall include the tenant improvement work referred to in Paragraph 13. Lessor shall also repair and restore any other leasehold improvements constructed thereafter by Lessor or by Lessee with Lessor’s prior written consent. Lessor’s time for completion of the repairs and restoration of the premises referred to above shall be extended by a period equal to any delays caused by strikes, labor disputes, unavailability of materials, inclement weather, or acts of God, but not by more than forty-five (45) days. (f) In the event of termination of this Lease with respect to the Building #16 Premises or the Building #13 Premises pursuant to any of the provisions of this Paragraph 21, the Monthly Base Rent and Additional Rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the building involved, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee’s obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 21.

Damage or Destruction. (a) In Subject to the event provisions of a total 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 Contract Period of any damage to or destruction of the Building Improvements ("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 to the Property pursuant to subsection (c) below. Seller promptly shall deliver to Buyer any such insurance proceeds as shall be collected by Seller following the Closing Date. (b) Notwithstanding the foregoing, if the cost of repair, replacement or restoration of the Improvements at any affected Location attributable to any Contract Period Damage exceeds twenty percent (20%) of the Purchase Price allocated to the affected Location as determined by the insurer of such Improvements, then Buyer, by written notice (the "Postponement Notice") given to Seller as soon as practicable and Improvements during prior to the Term from any causeClosing Date, either party may elect to terminate this Lease postpone the Closing Date with respect to such Location until the Improvements at such Location have been repaired, replaced or restored by giving written notice of termination the tenant therein, or at Seller's sole option by Seller, to substantially their condition prior to the other party Contract Period Damage. Concurrently with the delivery of the Postponement Notice, Buyer shall deposit $25,000 in escrow as an additional xxxxxxx money deposit with respect to such affected Location (the "Affected Location Additional Deposit"), which deposit shall be subject to the provisions of Article 6 hereof. Escrow with respect to the affected Location shall close promptly within thirty (30) days after of Seller's written notice to Buyer of the casualty occurscompletion of the repair, replacement or restoration of the Contract Period Damage. A total destruction In the event such Contract Period Damage is not repaired, replaced, or restored, as the case may be, within one (1) year of Seller's receipt of Buyer's Postponement Notice, Seller or Buyer may elect to terminate this Agreement as it pertains to such affected Location and the entire amount of the Affected Location Additional Deposit shall be deemed immediately refunded to have occurred for this purpose if Buyer. (c) Upon the Building and Improvements are destroyed 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 restore the Property at the affected Location to the extent of seventy-five percent (75%) reasonably feasible prior to the Closing Date. Seller's election to commence the repair, replacement or more restoration of the Property at the affected Location 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 cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent or restoration (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible"Seller's Repairs"), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (bd) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate Notwithstanding anything in this Lease by giving written notice of termination Agreement to the other within thirty (30) days after contrary, the casualty. Furthermoreinsurance proceeds to be credited or delivered to Buyer pursuant to Section 7.1(a), if such casualty is from a cause which is not required to be insured under Lessor’s special form property insuranceany, shall exclude business interruption or is not insured under any other property rental loss insurance carried by Lessorproceeds, or if the proceeds of insurance received by Lessor when added any, allocable to the applicable deductible are not sufficient to repair and restore period through the Building and ImprovementsClosing Date, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease which proceeds shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated retained by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowSeller.

Damage or Destruction. (a) In the event of a total destruction of the Building Buildings and Improvements improvements during the Term lease term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements Buildings or the Premises are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease Premises in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d19(d) below. (b) In the event of a partial destruction of the Building and Improvements of Buildings or the Property Premises to an extent not exceeding twenty-five percent (25%) of the replacement cost thereof and if the damage thereto can be repaired, reconstructed, or restored within a period of one hundred twenty (120) days from the date of such casualty, and if the casualty is from a cause which is required to be insured under Lessor's fire and extended coverage insurance, or is insured under any other coverage then carried by Lessor, and Lessor receives proceeds of insurance sufficient to repair and restore the Buildings and improvements, Lessor shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 19(d) below. If any of the foregoing conditions is not met, Lessor shall have the option of either repairing and restoring the Buildings and improvements, or terminating this Lease by giving written notice of termination to Lessee within thirty (30) days after the casualty, subject to the provisions of Paragraph 19(c). (c) In the event of a partial destruction of the Buildings and improvements of the Premises to an extent equal to or exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any the damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty twenty (180120) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property 's fire and extended coverage insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1or would not have been sufficient if required insurance were carried) to repair and restore the Building Buildings and Improvements improvements, Lessor may elect to repair and restore the Buildings and improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b19(c)), or (2) to Lessor may terminate this Lease by giving written notice of termination to Lessee. Lessor’s 's election to repair and restore the Building Buildings and Improvements improvements or to terminate this Lease Lease, shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. Notwithstanding the foregoing, (1) if Lessor has not obtained all necessary governmental permits for the restoration and commenced construction of the restoration within one hundred twenty (120) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given at any time prior to the actual commencement of construction of the restoration; or (2) if Lessor elects to repair and restore the Buildings and improvements under subparagraph (b) or (c) above, but the repairs and restoration are not substantially completed within one hundred eighty (180) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given within thirty (30) days after the expiration of said period of one hundred eighty (180) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d19(d) below. (d) In the event of repair, reconstruction, or restoration as provided herein, the Monthly Base Rent and Additional Rent shall be abated proportionally in the ratio which the Lessee's use of the Premises is impaired during the period of such repair, reconstruction, or restoration, from the date of the casualty until such repair, reconstruction or restoration is completed. (e) With respect to any destruction of the Premises which Lessor is obligated to repair, or may elect to repair, under the terms of this Paragraph 19, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor's obligation to repair and restore the Premises shall be limited to the improvements originally constructed by Lessor at Lessor's expense. Lessee shall repair or replace, at Lessee's expense, all leasehold improvements, fixtures, and equipment installed by Lessee or paid for by Lessee. Lessor's time for completion of the repairs and restoration of the Premises shall be extended by a period equal to any delays caused by strikes, labor disputes, unavailability of materials, inclement weather, acts of God, or other causes beyond Lessor's control. (f) In the event of termination of this Lease pursuant to any of the provisions of this Paragraph 19, the monthly rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the Buildings and improvements, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee's obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 19.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements during the Term term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements or the Premises that are the subject of this Lease are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease Premises in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Base Rent and Additional Rent of the Premises which are the subject of this Lease shall be abated in accordance with Paragraph 20(d21(d) below. (b) In Subject to Paragraph 21(c), in the event of a partial destruction of the Building and Improvements of or the Property Premises to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, and if Lessor reasonably believes that the damage thereto can be repaired, reconstructed, or restored within a period of two hundred seventy (270) days from the date of casualty, there are at least twelve (12) months remaining in the Term of this Lease, and the casualty is from a cause which is insured under Lessor’s “all risk” property insurance, or is insured under any other coverage then carried by Lessor, Lessor shall forthwith repair the same back to the condition described in Schedules “F-1”, “F-2”, “F-3”, and “F-4” and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 21(d) below. All insurance proceeds available from the fire and property damage insurance carried by Lessor shall be paid to and become the property of Lessor. All insurance proceeds from Lessee’s fire and property damage insurance covering the Tenant Improvements but excluding proceeds for Lessee’s Personal Property shall also be paid to Lessor, as loss payee thereunder. If any of the foregoing conditions are not met, Lessor shall have the option of either repairing and restoring the Building and Improvements, or terminating this Lease by giving written notice of termination to Lessee within sixty (60) days after the casualty. Notwithstanding anything to the contrary contained in this Paragraph 21, Lessor shall not have the right to terminate this Lease if the cost to repair the damage to the Building or to restore the Premises would cost less than five percent (5%) of the replacement cost of the Building, regardless of whether or not the casualty is insured, provided that there are at least twelve (12) months remaining in the Term of this Lease. If the cost to restore the Premises exceeds five percent (5%) of the replacement cost, and Lessor elects to terminate this Lease, Lessee may nullify the effect of such termination by giving Lessor written notice within ten (10) days after receipt by Lessee of Lessor’s notice of termination that Lessee shall reimburse Lessor for the costs to restore the Premises in excess of the insurance proceeds available, which costs exceed five percent (5%) of the replacement cost, in which event this Lease shall remain in effect, provided that Rent abatement shall not extend beyond the date that the restoration is completed. (c) Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease under Paragraph 21(b), shall be made and written notice thereof shall be given to Lessee within sixty (60) days after the casualty. Notwithstanding the foregoing, in the event of a partial destruction of the Building or the Property to an extent less than seventy-five percent (75%) of the Building or Premises, or if any the damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualtya building permit is issued for reconstruction, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other Lessor within thirty sixty (3060) days after the casualty. Furthermore, if such casualty is from a cause which is The foregoing shall not required to be insured under affect Lessor’s special form property insurancetermination rights under Paragraph 21(b) above. (d) In the event of repair, reconstruction, or is not insured under any other property insurance carried by Lessorrestoration as provided herein, or if the proceeds of insurance received by Lessor when added Monthly Base Rent and Additional Rent shall be abated in proportion to the applicable deductible are extent to which Lessee’s use of the Premises is completely impaired and Lessee does not sufficient use such portion of the Premises during the period of repair from the date of the casualty until such repair is Substantially Completed. (e) With respect to repair and restore any destruction of the Building and Improvementsthe Work which Lessor is obligated to repair, Lessor or may elect (1) to repair, under the terms of this Paragraph 21, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Provided Lessor receives sufficient insurance proceeds from Lessee’s fire and property insurance to repair or replace any alterations in the Premises constructed after the Commencement Date damaged in the casualty event, Lessor’s obligation to repair and restore the Building and Improvements shall include the Work referred to in Paragraph 14(a) and any future-installed alterations. Lessor’s time for completion of the repairs and restoration of the Building and Improvements referred to above shall be extended by a period equal to any delays caused by Tenant Delay or force majeure. (provided that Lessee has not elected to terminate f) In the event of termination of this Lease pursuant to any of the first sentence provisions of this Paragraph 20(b))21, the Monthly Base Rent and Additional Rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or (2) to terminate this Lease by giving written notice from the repairing or restoration of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements Improvements, or to terminate from the termination of this Lease as provided herein, nor shall Lessee be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant relieved thereby from any of Lessee’s obligations hereunder, except to the foregoing provisions, Lessor shall complete extent and upon the repairs conditions expressly set forth in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) below21.

Damage or Destruction. If all or any part of the Premises or any material portion of the balance of the Real Property is damaged by fire or other casualty, Landlord shall, within sixty (60) days of the date of the damage, give Tenant written notice of Landlord's reasonable estimate of the time required from the date of the damage to repair the damage (the "Damage Estimate"). Landlord shall diligently proceed to repair the damage and this Lease shall remain in full force and effect if (i) the damage is caused by a peril covered by Landlord's insurance (or required under this Lease to be covered by Landlord's insurance), the proceeds from such insurance are sufficient to repair the damage (an "Insured Casualty"), and the Damage Estimate is one hundred eighty (180) days or less, or (ii) the damage is caused by a peril not covered (and not required to be covered) by Landlord's insurance or the proceeds from Landlord's insurance are not sufficient to repair the damage (an "Uninsured Casualty"), and the Damage Estimate is ninety (90) days or less. If the Damage Estimate is more than one hundred eighty (180) days, in the case of an Insured Casualty, or more than ninety (90) days, in the case of an Uninsured Casualty, Landlord, at its option exercised by written notice to Tenant within sixty (60) days of the date of the damage, shall either (a) In diligently proceed to repair the damage, in which event of a total destruction of the Building and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. or (b) In terminate this Lease as of the event date specified by Landlord in the notice, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given, and this Lease shall terminate on the date specified in the notice; provided, however, that Landlord may terminate this Lease pursuant to the foregoing only if Landlord also terminates the leases of a partial destruction substantially all other tenants of the Building that were, in Landlord's reasonable judgment, similarly affected by the damage (and Improvements under which Landlord has such a termination right). If the damage is to the Premises or if the Building is so damaged that access to or use and occupancy of the Property Premises is materially impaired, the Damage Estimate is more than one (1) year, and Landlord does not give notice terminating this Lease within the sixty (60) day period provided above, then Tenant may give notice to an extent exceeding twenty-five percent Landlord, within fifteen (25%15) but less than seventy-five percent (75%) calendar days after the expiration of the replacement cost thereofaforesaid sixty (60) day period, or if any damage thereto canterminating this Lease as of the date specified in Tenant's termination notice, which date shall not be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from before the date of such casualty, either Lessor notice or Lessee may terminate this Lease by giving written notice of termination to the other within more than thirty (30) days after the casualtydate of Tenant's termination notice. FurthermoreNotwithstanding anything to contrary contained in this Paragraph 26, if the initial Damage Estimate is more than ninety (90) days, and the date on which Landlord reasonably anticipates the repairs of such casualty damage will be completed is from a cause which is not required to be insured under Lessor’s special form property insuranceduring the last twelve (12) months of the Lease term, or is not insured under any other property insurance carried by Lessor, or if Landlord and Tenant shall each have the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) option to terminate this Lease by giving written notice to the other, in the case of termination to Lessee. Lessor’s election to repair Landlord together with the Damage Estimate, or, in the case of Tenant, within thirty (30) days of Tenant's receipt of the Damage Estimate, and restore the Building and Improvements or to terminate this Lease shall terminate as of the date specified by the party in its termination notice, which date shall not be made and written before the date of such notice thereof shall be given to Lessee within or more than thirty (30) days after the casualtydate of such notice. Notwithstanding anything to the contrary in the Paragraph 26, if damage which would otherwise lead to a right to terminate this Lease results from the willful misconduct of Landlord or Tenant, the party from whose misconduct such damage results shall have no right to terminate this Lease. If this Lease is the fire or other casualty damages the Premises or the common areas of the Real Property necessary for Tenant's use and occupancy of the Premises, Tenant ceases to use any portion of the Premises as a result of such damage, and the damage does not terminated result from the negligence or willful misconduct of Tenant or any other Tenant Parties, then during the period the Premises or portion thereof are rendered unusable by Lessor such damage and repair, Tenant's Monthly Rent and Additional Rent under Paragraphs 5 and 7 above shall be proportionately reduced based upon the extent to which the damage and repair prevents Tenant from conducting, and Tenant does not conduct, its business at the Premises. Landlord shall not be obligated to repair or Lessee pursuant replace any of Tenant's movable furniture, equipment, trade fixtures, and other personal property, nor any Alterations installed in the Premises by Tenant, and no damage to any of the foregoing provisionsshall entitle Tenant to any abatement, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force Tenant shall, at Tenant's sole cost and effectexpense, except that Monthly Base Rent repair and replace such items. All such repair and replacement of Alterations shall be abated constructed in accordance with Paragraph 20(d) below9 above regarding Alterations.

Damage or Destruction. (a) In If prior to the event of a total destruction Closing, any portion of the Building Properties is partially damaged or destroyed by fire or other casualty, but is not materially damaged or destroyed (as defined below) by fire or other casualty, Buyer shall be required to perform this Agreement (provided that Seller maintained full replacement cost coverage with a financially responsible insurance company) and Improvements during Buyer or the Term LLC shall be entitled to an assignment of the proceeds under the applicable insurance policy or a credit in the amount of any insurance proceeds received by Seller plus a credit against the Purchase Price in the amount of the applicable insurance deductible and in the amount of any uninsured loss not to exceed $150,000 for any Property. If any portion of the Properties is materially damaged or destroyed by fire or other casualty, then Buyer may terminate this Agreement on written notice to Seller given no later than three (3) business days after Buyer receives an estimate of the cost of repairs. If Buyer shall exercise such option to terminate, the Termination Remedy shall apply. If a Property is materially damaged or destroyed, Buyer shall have the right in lieu of terminating this Agreement to remove the applicable Property from this Agreement in which event (i) the Purchase Price shall be adjusted downward by the amount of the Purchase Price allocated to such Property, (ii) the Deposit shall be adjusted downward so that the Deposit remains the same percentage of the adjusted Purchase Price as the percentage of the original Deposit to the original Purchase Price and (iii) the terms "Properties" and "Centers" shall not thereafter refer to any cause, either party may elect Property and Center that was removed from this Agreement; provided that -35- Buyer shall only be entitled to remove only one (1) Property from this Agreement under this Section 14 and under Section 15 below. If Buyer does not exercise such option to terminate this Lease by giving written notice of termination Agreement or to remove the other party within thirty (30) days after affected Property from this Agreement, the casualty occurs. A total destruction Agreement shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue remain in full force and effect, except that rent shall be abated effect in accordance with Paragraph 20(d) below. (b) In its terms and Buyer or the event of a partial destruction LLC shall be entitled to an assignment of the Building insurance proceeds and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (credits as provided that Lessee has not elected to terminate this Lease pursuant to in the first sentence of this Paragraph 20(b))Section 14. In the event of any damage by fire or other casualty, the determination as to whether such damage or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease destruction is material shall be made by an engineer or architect ("Approved Engineer") designated jointly by Seller and written notice thereof by Buyer. For purposes hereof, a Property shall be given deemed "materially damaged or destroyed" if (i) the cost of repair and restoration of such damage or destruction as estimated by the Approved Engineer for any portion of the Property is greater than One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars or (ii) if the supermarket Tenant at the applicable Property would have the right to Lessee within thirty terminate its Lease as a result of the damage or destruction to the applicable Property. If Buyer agrees to close with respect to any Property that has been materially damaged, Seller shall pay to Buyer the amount of any rent loss incurred by the LLC or Buyer for rent abatements taken by Tenant due to such damage or destruction between the date hereof and the date that such rent abatement fully ceases less the amount of rent-loss insurance proceeds, if any, received by the LLC or Buyer (30) days the "Rent Abatement Amount"). The proceeds of all rent-loss insurance payable with respect to any damage or destruction after the casualty. If date of this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent Agreement shall be abated in accordance with Paragraph 20(d) belowassigned by Seller to Buyer or the LLC at the Closing (pro rated to midnight of the day preceding the Closing).

Damage or Destruction. (a) In the event Tenant shall promptly notify Landlord of a total destruction of the Building and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination damage to the Premises occasioned by fire, the elements, casualty or any other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereofcause. If the Building and Improvements Premises are totally destroyed (or so substantially damaged as to be untenantable for Tenant to carry on its critical business lines, in the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as reasonable determination of the Commencement Date of this Lease in a diligent manner and this Lease Architect) by storm, fire, earthquake or other casualty or any other cause, Landlord shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. notify Tenant within ninety (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (18090) days from the date of such damage or destruction of Landlord’s decision either: (i) To cancel this Lease as of the date of the occurrence of the storm, earthquake, fire or other casualty or any other cause; or (ii) To commence, within ninety (90) days from the date of receipt by Landlord of all of the insurance proceeds paid with respect to such casualty, the process of restoration of the Premises (as limited by Section 10(c) below) to a tenantable condition that is suitable for Tenant’s Permitted Use, and proceed with due diligence to complete such restoration of the Premises using standard working methods and procedures. (b) Notwithstanding the foregoing, in the event Landlord, subject to Force Majeure (as defined below) or delays caused by Tenant’s acts or omissions, fails to complete such restoration with reasonable diligence within two hundred seventy (270) days after the casualty, this Lease may be terminated upon written notice from either Lessor party to the other given not more than thirty (30) days following the expiration of such two hundred seventy (270) day period, which notice shall specify a termination date of not less than ninety (90) days after the date such notice is given; provided, however, that if either party exercises such right to terminate this Lease, then such written termination shall be of no force or Lessee effect if Landlord substantially completes the Premises within ninety (90) days of receipt of such notice. In the event such notice is not given, then this Lease shall remain in force and effect and Rent shall commence upon delivery of the Premises to Tenant in substantially the condition initially required under this Lease for the delivery of the Premises to Tenant (evidenced by notice to Tenant that the Premises are in Landlord’s reasonable judgment substantially repaired). In the event such damage or destruction occurs within twelve (12) months of the expiration of the Term, Tenant may, at its option on written notice to Landlord given within thirty (30) days of such destruction or damage, terminate this Lease as of the date of such destruction or damage. Tenant shall not have the right to cancel this Lease if the damage to the Premises is the result of Tenant’s negligence or willful misconduct. (c) Unless this Lease is terminated pursuant to Section 10(a) above, in the event of damage to the Premises or the Building occasioned by fire, the elements, casualty or any other cause, Landlord shall commence and thereafter pursue diligently and as expeditiously as practicable, the repair and restoration of damage to the Premises, using standard working methods and procedures; provided, however, that for purposes of this Section 10, Landlord shall not be obligated to commence any repair or restoration unless and until insurance proceeds are actually received by Landlord and Landlord’s repair obligations shall be limited to the extent of the insurance proceeds actually received by Landlord therefor which have not been required by the Mortgagee to be applied toward the reduction of any indebtedness secured by the Property. (d) Rent shall xxxxx in proportion to that part of the Premises rendered unfit for use in Tenant’s business as a result of such damage or casualty. The nature and extent of interference to Tenant’s ability to conduct business in the Premises shall be considered in determining the amount of such abatement, and the abatement shall commence and continue from the date the damage occurred until the date Landlord substantially completes the repair and restoration of the Premises and gives notice to Tenant that such repairs and restoration are substantially completed, or until Tenant again uses the Premises or the portions thereof rendered unusable for the Permitted Use, whichever occurs first. (e) Notwithstanding anything to the contrary contained or implied elsewhere in this Lease. Landlord is not and shall not be obligated to repair or restore damage to Tenant’s trade fixtures, furniture, furnishings, equipment or other personal property, or other improvements made to the Premises by Tenant. (f) If during the Term of this Lease, the Building is so damaged by fire or other casualty or any other cause (regardless of whether the Premises also are damaged) such that (i) in Landlord’s reasonable judgment repair and restoration of the Building is not economically feasible or the proceeds from Landlord’s insurance are insufficient to pay for all of the costs and expenses to repair and restore the Building; (ii) the Mortgagee shall not allow adequate insurance proceeds to be made available for repair and restoration; or (iii) the damage is not covered by Landlord’s insurance; then Landlord may terminate cancel this Lease by giving written notice thereof within sixty (60) days after Landlord knows of termination the damage to the other within Building or Mortgagee notifies Landlord of its decision regarding the use of insurance proceeds for restoration, whichever is later, provided that Landlord’s Termination right shall be conditioned upon Landlord Terminating the leases for the majority of the RSF of similarly situated tenants in the Building (but excluding the University of Miami). Any such cancellation notice must specify the cancellation date, which shall be at least thirty (30) but no more than ninety (90) days after the casualty. Furthermoredate notice of cancellation is given. (g) If during the Term of this Lease, if such the Building is damaged by fire or other casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessorcause, or and if the proceeds damage is substantial and the Lease is in the last twelve (12) months of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and ImprovementsTerm, Lessor then either Landlord or Tenant may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate cancel this Lease by giving written notice thereof within sixty (60) days after Landlord knows of termination the damage to Lesseethe Building. Lessor’s election Any such cancellation notice must specify the cancellation date, which shall be at least thirty (30) but no more than ninety (90) days after the date notice of cancellation is given. Notwithstanding the foregoing, if Tenant validly exercises its renewal option under Article 39 of this Lease prior to repair and restore the Building and Improvements or delivery of a cancellation notice under this Section 10(g), then neither Landlord nor Tenant shall have any right to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty under this Section 10(g). (30h) days after the casualty. If either party cancels this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisionsas permitted under this Section 10, Lessor shall complete the repairs in a diligent manner and then this Lease shall continue end on the date specified in full force the cancellation notice. The Rent, including any Additional Rent, and effect, except that Monthly Base Rent other charges shall be abated in accordance with Paragraph 20(d) belowpayable up to the cancellation date, after taking into account any applicable abatement. Landlord shall promptly refund to Tenant any prepaid, unaccrued Rent and Additional Rent (after taking into account any applicable abatement), plus any security deposit, less any sums then owing by Tenant to Landlord.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination Subject to the other party within thirty provisions of Section 11.2(b): (30x) days all risk or loss concerning the Assets that occurs on or prior to the Closing shall be borne by Seller; and (y) all risk of loss concerning the Assets that occurs after the casualty occurs. A total destruction Closing shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated borne by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) belowPurchaser. (b) In the event of a partial destruction that, on or prior to the Closing Date, the Assets are damaged in whole or in part by fire or other casualty, the following procedures shall apply: (i) Seller shall notify Purchaser in writing of the Building damage within two (2) Business Days following Seller becoming aware of such damage (the “Asset Damage Notice”). (ii) If the estimated costs of repairing damage to any Real Property (the “Damaged Property”) and Improvements any Assets located on the Damaged Property (collectively, the “Damaged Property Components”) is less than Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Damage Threshold Amount”), which estimated repair costs (the “Estimated Repair Costs”) shall be determined in accordance with Section 11.2(b)(iii), then the provisions of Section 11.2(c) of this Agreement shall exclusively apply. In the event that the Estimated Repair Costs to repair damage to the Damaged Property Components for any Damaged Property is equal to or greater than the Damage Threshold Amount, then the provisions of Section 11.2(d) of this Agreement shall exclusively apply. (iii) Within thirty (30) calendar days following the delivery of the Asset Damage Notice, Seller shall deliver to Purchaser a written notice (the “Damage Estimate Notice”) that sets forth Seller’s reasonable estimate of Estimated Repair Costs to repair the damage to the Damage Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) Components for the Damaged Property. In the event that Purchaser reasonably challenges Seller’s estimate of the replacement cost thereofEstimated Repair Costs in the Damage Estimate Notice, or if any damage thereto cannot be repaired, reconstructed, or restored within then Purchaser must deliver a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to Seller (the other “Estimate Dispute Notice”) within thirty (30) days after following Purchaser’s receipt of the casualtyDamage Estimate Notice that sets forth Purchaser’s estimate of the Estimated Repair Costs. FurthermoreIf Purchaser fails to deliver the Estimated Dispute Notice to Seller within such thirty (30) day period, if Purchaser shall be deemed to have waived its right to challenge Seller’s estimate of the Estimated Repair Costs in the Damage Estimate Notice and Seller’s estimate shall be binding on the Parties. In the event that Purchaser delivers an Estimate Dispute Notice to Seller, then Seller shall deliver a written notice to Purchaser (the “Estimate Response Notice”), within three (3) Business Days following the delivery of the Estimate Dispute Notice, electing to either: (i) utilize Purchaser’s estimate of Estimated Repair Costs in the Estimate Dispute Notice, in which case Purchaser’s estimate shall be final and binding on the parties, or (ii) have the Estimated Repair Costs determined by a contractor licensed in the State of Nebraska reasonably acceptable to both Purchaser and Seller (the “Estimating Contractor”). Failure by Seller to deliver the Estimate Response Notice to Purchaser prior to the expiration of such casualty is from a cause which is not required three (3) Business Day period (the “Estimate Election Deadline”) shall be deemed to be insured under LessorSeller’s special form property insurance, election to have the Estimated Repair Costs determined by an Estimating Contractor. In the event that Seller elects or is not insured under any other property insurance carried deemed to have elected to have the Estimated Repair Costs determined by Lessoran Estimating Contractor, or if the proceeds of insurance received by Lessor when added parties shall mutually attempt to agree on an Estimating Contractor within five (5) Business Days following the Estimating Election Deadline. If the parties are unable to mutually agree on an Estimating Contractor, then prior to the expiration of the five (5) Business Day period, Seller and Purchaser shall each designate in writing to the other party a contractor licensed in the State of Nebraska and those two designated contractors shall select the Estimating Contractor. The determination by the Estimating Contractor of the amount of the Estimated Repair Costs shall be final and binding on the parties. (c) In the event that the Estimated Repair Costs to the Damaged Property Components for any Damaged Property, as determined pursuant to Section 11.2(b)(iii), is less than the Damage Threshold Amount, then Seller shall deliver a written notice to Purchaser (the “Minor Damage Election Notice”) in which Seller elects either to: (i) have Seller that owns the Damaged Property repair the damage to the Damaged Property Components prior to Closing (which shall be extended for a reasonable period of time to permit performance of such repairs) at no cost or expense to Purchaser; or (b) not repair such damage prior to Closing, in which case Purchaser shall be entitled to a credit against the Purchase Price in the amount of the Estimated Repair Costs. If Seller fails to deliver the Minor Damage Election Notice to Purchaser within five (5) Business Days following the determination of Estimated Repair Costs pursuant to Section 11.2(b)(iii), Seller shall be deemed to have elected to have the applicable deductible are not sufficient Seller repair the Damaged Property Components. (d) In the event that the Estimated Repair Costs to repair and restore the Building and ImprovementsDamaged Property Components for any Damaged Property, Lessor as determined pursuant to Section 11.2(b)(iii), is equal to or greater than the Damage Threshold Amount, at the election of Purchaser, which election shall be set forth in a written notice from Purchaser to Seller (the “Major Damage Election Notice”), this Agreement may elect be terminated pursuant to this Section upon delivery of the Major Damage Election Notice to Seller. The Major Damage Election Notice shall be delivered by Purchaser to Seller within five (15) Business Days following the final determination of the Estimated Repair Amount pursuant to repair and restore Section 11.2(b)(iii). If Purchaser fails to deliver the Building and Improvements Major Damage Election Notice within that five (provided that Lessee has not 5) Business Day period, Purchaser shall be deemed to have elected to terminate this Lease Agreement. If Purchaser elects to proceed with the Closing of the transactions contemplated under and pursuant to the first sentence provisions of this Paragraph 20(b))Agreement, or Seller shall (2i) assign to terminate Purchaser the right to collect any and all insurance proceeds in respect of such Damaged Property after the Closing, and (ii) provide Purchaser a credit against the Purchase Price in an amount of equal to (a) any applicable deductible and (b) any insurance proceeds received as of the Closing Date. Any termination of this Lease by giving written notice of termination Agreement pursuant to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease Section 11.2 shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) Article XII below.

Damage or Destruction. 13.1 Except as otherwise provided in Paragraph 13.2, if the Premises are damaged and destroyed by any casualty covered by Landlord's fire insurance policy, Landlord shall repair such damage as soon as reasonably possible, and the Lease shall continue in full force and effect. 13.2 If the Premises are damaged or destroyed by any casualty covered by Landlord's fire insurance policy to the extent of twenty-five percent (a25%) In or more of the event replacement value of the Premises during the last twenty-four (24) months of the term hereof, or if the insurance proceeds are required to be paid to a holder of a total destruction security interest in Landlord's Parcel or if the buildings on Landlord's Parcel shall be damaged to the extent of fifty percent (50%) or more of the Building replacement value and Improvements during regardless of whether or not the Term from any causePremises be damaged, then Landlord may, at Landlord's option, either party may elect to (i) repair such damage as soon as reasonably possible, in which event this Lease shall continue in full force and effect, or (ii) cancel and terminate this Lease by giving Tenant written notice of termination Landlord's election to do so within ninety (90) days after the other party within date of the occurrence of the damage. In such event this Lease shall terminate thirty (30) days after the giving of such notice by Landlord. 13.3 If at any time during the term hereof the Premises are damaged and such damage was caused by a casualty occurs. A total destruction shall be deemed to have occurred for this purpose if not covered under Landlord's insurance policy specified in Paragraph 15.2 hereafter, and the Building and Improvements are destroyed to the extent of seventy-five damage does not exceed ten percent (7510%) or more of the replacement cost value thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), Landlord shall repair and restore the Building and Improvements to substantially the condition existing such damage as of the Commencement Date of this Lease in a diligent manner soon as reasonably possible and this Lease shall continue in full force and effect. If, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In however, the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five damage exceeds ten percent (2510%) but less than seventy-five percent (75%) of the replacement cost thereof), or if any damage thereto cannot be repairedthen Landlord may, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualtyat its option, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30i) days after the casualty. Furthermorerepair such damage as soon as reasonably possible at Landlord's expense, if such casualty is from a cause in which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and event this Lease shall continue in full force and effect, except that Monthly Base or (ii) cancel and terminate this Lease by giving Tenant written notice of Landlord's election to do so within thirty (30) days after the date of occurrence of such damage, in which event this Lease shall so terminate unless within thirty (30) days thereafter Tenant agrees to repair the damage at its cost and expense or pay for Landlord's repair of such damage. 13.4 In the event of damage or destruction the Minimum Rent and other charges (excluding Percentage Rent) payable hereunder shall be abated proportionately reduced during the period of damage and any repair or restoration pursuant to this Article 13 said reduction to be based upon the extent to which the damage or the making of such repairs or restoration shall interfere with Tenant's business conducted in accordance with the Premises. In no event, however, shall the amount of such rent abatement exceed the proceeds of the rent abatement insurance required to be carried by Landlord pursuant to Paragraph 20(d) below15.2 hereof. 13.5 Landlord shall in no event be required or obligated to repair, restore or replace any of Tenant's leasehold improvements, trade fixtures or any other property whatever installed in the Premises by Tenant.

Damage or Destruction. (a) In If by fire, or other casualty, the event of a total destruction of Premises are totally destroyed, or the Building and Improvements during building in which the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are Premises is located is partially damaged or destroyed to the extent of seventy-five fifty percent (7550%) or more of the replacement cost thereof. , even though the Premises may not be damaged, -6- Landlord shall have the option of terminating this Lease, or any renewal thereof, by serving written notice upon the Tenant within thirty (30) days from the date of the casualty, and any prepaid rent shall be prorated as of time of destruction, and unearned rent refunded without interest. (b) If by fire, or other casualty, the Building and Improvements Premises are damaged or partially destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but or more of the replacement cost thereof, and the provisions of (a) above are not applicable, then (1) if the unexpired term of the Lease is less than seventyone (1) year, excluding any unexercised renewal option, Landlord may either terminate this Lease by serving written notice upon Tenant within thirty (30) days of the date of destruction, or Landlord shall restore the Premises, or (2) if the unexpired term of the Lease is more than one (1) year, including any exercised renewal option, Landlord shall restore the Premises. (c) If by fire, or other casualty, the Premises are damaged, or partially destroyed to the extent of less than twenty-five percent (7525%) of the replacement cost thereof, or if any damage thereto canand the provisions of (a) above are not applicable, Landlord shall restore the Premises. (d) In the event of restoration by Landlord, all rents paid in advance shall be repaired, reconstructed, or restored within a period proportioned as of one hundred eighty (180) days from the date of such casualtydamage or destruction, either Lessor or Lessee may terminate this Lease by giving written notice of termination and all rent thereafter accruing shall be equitably and proportionately adjusted according to the nature and extent of the destruction or damage, pending completion of rebuilding, restoration or repair. In the event the destruction or damage is so extensive as to make it unfeasible for the Tenant to conduct Tenant"s business on the Premises, the rent shall be completely abated until the Premises are restored by the Landlord, or until the Tenant resumes use and occupancy of the Premises, whichever shall first occur. The Landlord shall not be liable for any damage to, or any inconvenience or interruption of business of the Tenant, or any of its employees, agents or invitees occasioned by fire or other within thirty casualty. (30e) days after If the casualtyPremises are to be repaired under this section, Landlord shall repair at its cost, any injury or damage to the building in which the Premises is located and building standard tenant improvements in the Premises. FurthermoreTenant shall pay the cost of repairing any other tenant improvements in the Premises, if and shall be responsible for carrying such casualty is from a cause which is not required insurance as it deems appropriate with respect to be insured under Lessor’s special form property insurance, or is not insured under any such other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowtenant improvements.

Damage or Destruction. (a) 17.1 The LESSOR and the LESSEE, respectively, shall be liable for damages to the Leased Property caused by their own fault or negligence, or that of their representatives, employees or visitors. 17.2 In the event of a total destruction the LESSEE is hindered, whether completely or partially, with regards to the use of the Building Leased Property due to damages caused by fire, Act of God or Force Majeure, or due to any other cause that leads to the hindrance of its business operations, the rent shall be reduced in proportion to the part of the Leased Property where use is hindered. If the LESSEE was hindered from using the Leased Property in its entirety, the rent shall not be paid during such period in which the LESSOR Improvements may not be used. In such case, and within a period of 20 days following the catastrophe, the LESSOR shall swiftly proceed, at its expense, and with funds coming from the insurance stated in clause eight (8) hereinbefore, to begin repairs, restoration or reconstruction of said LESSOR Improvements during to the Term from extent it is deemed necessary to provide the LESSEE with a property of equal quality, design, materials and construction than the one existing prior to the occurrence of damages, within a period that shall be agreed upon by both parties, and which should not exceed a period of three (3) months. 17.3 Notwithstanding the aforementioned, in the event such damages or destruction are total, or exceed 75% of the total insurable value of the LESSOR Improvements, and the LESSOR and LESSEE determine, within a period of ten (10) days following the damage or destruction, that the repairs, restoration or reconstruction may not be performed within a period of ninety (90) days following the damage or destruction, then the LESSEE shall have the right in any causeof these causes, either party may elect and at its choice, to terminate this Lease by giving agreement through written notice of termination furnished to the other party LESSOR within thirty (30) days after following the casualty occursdate of damages with no responsibility whatsoever. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of this agreement is terminated according to the Building and Improvements of provisions stated in this clause, the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of rent payable by the replacement cost thereof, or if any damage thereto cannot LESSEE in compliance with this agreement shall no longer be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from demandable in its entirety on the date of such casualtydamages or destruction, either Lessor and the LESSOR shall reimburse LESSEE with any amount received as advance payment for rent or Lessee may terminate this Lease guarantee deposit. 17.4 The percentage of the insurable value referred to in the preceding paragraph shall be determined by giving written notice of termination an insurance adjuster and the insurance company with which the insurance provided in clause eight (8) hereof was contracted. 17.5 If all obstacles to use the LESSOR Improvements are imputable to the other within thirty (30) days after LESSEE, its representatives, employees, and visitors, the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease LESSEE shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowto pay the rent as if it were still making use of said shell.

Damage or Destruction. Notwithstanding the provisions of Section 9.1 hereof, if the Premises shall be damaged by fire or other casualty (a) In the event of a total destruction any of the Building and Improvements during foregoing being hereinafter called a “Casualty”), the Term from any causeTenant shall, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days of the date of such Casualty, cause an architect licensed in the State of to deliver to both the Landlord and the Tenant in writing, such architect’s good faith opinion (hereinafter, the “Architect’s Opinion”) as to: 7.1.1. the length of time required to cause the Premises to be repaired and restored substantially to the same condition existing prior to the Casualty, and 7.1.2. the estimated cost of such repairs and restorations. If said Architect’s Opinion indicates that such repairs and restoration shall take in excess of twelve (12) months from the expiration of the Notice Period (as hereinafter defined), then, subject to the rights of any Leasehold Mortgagee (as defined in Section 11.3), either the Landlord or the Tenant shall have the right to terminate this Lease, as of the date of such Casualty, upon giving written notice to the other Party to such effect at any time during the period ending fifteen (15) days after such Party’s receipt of the casualty occursArchitect’s Opinion (the “Notice Period”); provided, however, that in the event that the Tenant elects to restore and proceeds to diligently restore the Premises (regardless of whether such restoration extends beyond twelve (12) months), then the Landlord may not terminate this Lease, provided, further, however, that the Tenant shall thereafter diligently pursue restoration of the Premises to a condition substantially the same or better than existed prior to the Casualty. 7.1.3. A total destruction In the event that this Lease is so terminated by either the Landlord or the Tenant, the net proceeds of insurance carried pursuant to the provisions of Subsection 6.1.1.1 above shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed paid to the extent Tenant. In the event that the Tenant elects to terminate this Lease within the Notice Period, the Tenant shall pay the reasonable costs of seventy-five percent (75%) or more demolition, including removal of all Casualty debris. In the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and event this Lease is not terminated terminated, as aforesaid, Rent hereunder shall not xxxxx and the Tenant shall remain liable for the payment of all Impositions payable by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore Tenant pursuant to Section 5 above during the Building and Improvements to substantially the condition existing as period of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction Tenant’s restoration of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowPremises.

Damage or Destruction. (a) In case of damage to or destruction of the Property or any part thereof by fire or other casualty (a “Casualty”), Tenant will promptly give written notice thereof to Landlord. Landlord shall, within 60 days after such Casualty, deliver to Tenant a good faith estimate (the “Damage Notice”) of the time needed to repair the damage caused by such Casualty. Landlord shall use commercially reasonable efforts to commence repair of the Premises or the Property, as applicable, within 30 days after delivery of the Damage Notice. (b) If the Premises is damaged by Casualty such that Tenant is prevented from conducting its business in the entire portion of the Premises located in a particular Building in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby for which Landlord is responsible to repair under this Lease pursuant to Section 7.1(d) below cannot be repaired within (1) 270 days after the commencement of repairs, (2) 60 days after the date of the Casualty if the Casualty occurs between 365 days and 180 days before the expiration of the Term, or (3) 30 days after the date of the Casualty if the Casualty occurs during the last six months of the Term (as applicable, the “Repair Period”), then Tenant may terminate this Lease as to the entire portion of the Premises located in such Building by delivering written notice to Landlord of its election to terminate within 30 days after the Damage Notice has been delivered to Tenant. In the event of a total destruction any partial termination pursuant to this Section 7.1(b), Landlord and Tenant shall amend this Lease to provide for such reduction in the size of the Premises, including a reduction in the Base Rent payable hereunder in the proportion that the area of the Premises terminated due to such Casualty bears to the total area of the Premises. (c) If a Casualty occurs with respect to any Building and Improvements (1) a Qualified Contractor (defined below in this Section 7.1(c)) retained by Landlord estimates that the damage cannot be repaired within the Repair Period, (2) the damage exceeds 50% of the replacement cost thereof (excluding foundations and footings), as estimated by such Qualified Contractor, and such damage occurs during the Term from last two years of the Term, (3) regardless of the extent of damage, more than $500,0000 of the damage is not covered by Landlord’s insurance policies (unless the lack of coverage is the result of Landlord failing to carry the property insurance required to be carried by Landlord pursuant to the terms of this Lease in which event Landlord shall not have the right to terminate) or Landlord makes a good faith determination that restoring the damage is not permitted by Legal Requirements, or (4) Landlord is required to pay so much of the insurance proceeds arising out of the Casualty to a holder of a Superior Interest that the remaining proceeds plus any causeapplicable deductible under the insurance policy are less than the cost to repair the damage, either party as estimated by reputable contractors, by more than $500,000, then Landlord may elect to terminate this Lease as to the portion of the Premises located in such Building by giving written notice of termination its election to the other party terminate within thirty (30) 30 days after the casualty occursDamage Notice has been delivered to Tenant. A In the event of any partial termination pursuant to this Section 7.1(c), Landlord and Tenant shall amend this Lease to provide for such reduction in the size of the Premises, including a reduction in the Base Rent payable hereunder in the proportion that the area of the Premises terminated due to such Casualty bears to the total destruction area of the Premises. As used in this Section 7.1(c), the term “Qualified Contractor” shall mean a general contracting company which has significant experience in the construction and reconstruction of improvements to real property of the nature and scope as the portion of the Premises or Property damaged selected by Landlord and which is not affiliated with Landlord and to which Tenant does not reasonably object. Landlord shall provide Tenant with written notice of its selected Qualified Contractor and Tenant shall have the right to object to such designation by providing written notice to Landlord within ten (10) Business Days, which notice shall state the reasonable basis for Tenant’s objection. If Tenant reasonably objects to Landlord’s designation, Landlord and Tenant shall work together to select a mutually acceptable Qualified Contractor. If Tenant does not respond within such 10 Business Day period, Tenant shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) belowapproved Landlord’s selected Qualified Contractor. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) below.

Damage or Destruction. (a) In the event of a total destruction during the term from any cause of the Building and Improvements during the Term from any causeBuilding, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty sixty (3060) days after the casualty occurs. A total destruction (“Total Destruction”) shall be deemed to have occurred for this purpose if the Building and Improvements or the Premises that are the subject of this Lease are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease Premises in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Base Rent and Additional Rent of the Premises which are the subject of this Lease shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building which does not constitute Total Destruction as defined in Paragraph 20(a) above, there are at least twelve (12) months remaining in the term of this Lease, and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form “all risk” property insurance, or is not insured under any other property insurance coverage then carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete forthwith repair the repairs in a diligent manner same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d) below.. If any of the foregoing conditions is not met, Lessor shall have the option of either repairing and restoring the Building and Improvements, or terminating this Lease by giving written notice of termination to Lessee within thirty (30) days after the casualty, subject to the provisions of Paragraph 20(c). Notwithstanding the foregoing, Lessor shall not have the right to terminate this Lease if the cost to repair the damage to the Building or to restore the Premises would cost less than five percent (5%) of the replacement cost of the Building, regardless of whether or not the casualty is insured provided that there are at least twelve (12) months remaining in the term of this Lease. In the event that Lessor elects to terminate this

Damage or Destruction. (a) 22.1 In the event of a total damage to or destruction of all or any portion of the Building Project or the Premises or the improvements and Improvements during fixtures thereon (collectively, "improvements") arising from a risk covered by the Term from any causeinsurance described in Section 21.2, either party may elect Landlord shall within a reasonable time commence and proceed diligently to terminate this Lease by giving written notice of termination repair, reconstruct and restore (collectively, "restore") the improvements to substantially the same condition as they were in immediately prior to the other party within thirty (30) days after the casualty occurscasualty. A total destruction Tenant shall be deemed to have occurred responsible for this purpose if the Building its Pro Rata Share of insurance deductibles and Improvements are destroyed for all costs of restoration in excess of insurance proceeds as Operating Expenses to the extent provided under the provisions of seventy-five Article 7. 22.2 In the event of any damage to or destruction of all or any portion of the improvements arising from a risk which is not covered by the insurance required to be carried by Landlord pursuant to Section 21.2, Landlord may elect at its cost to restore the improvements, in which event Landlord shall, within a reasonable time, commence and proceed diligently to restore the improvements to substantially the same condition as they were in immediately prior to the casualty. In the event Landlord elects not to restore the improvements, this Lease shall terminate as of the date of the damage or destruction unless Tenant elects to pay any uninsured cost of restoration; provided, however, that Landlord shall not have the right to terminate the Lease if (i) the damage to the Building is relatively minor (e.g., repair or restoration would cost less than ten percent (7510%) or more of the replacement cost thereof. If of the Building and Improvements are destroyed Building) or (ii) there is no material damage to the extent of seventy-five percent (75%) Premises. 22.3 In the event the improvements are restored pursuant to Section 22.1 or more and this Lease is not terminated by either Lessor or LesseeSection 22.2, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except notwithstanding such damage or destruction; provided, however, that rent shall be abated in accordance with Paragraph 20(dif the damage or destruction (i) below. (b) In occurs during the event of a partial destruction last year of the Building term and Improvements the expense of the Property to an extent exceeding twenty-five restoration exceeds ten percent (25%) but less than seventy-five percent (7510%) of the replacement cost thereofof the Building, or if (ii) occurs at any other time and the expense of restoration (after application of insurance proceeds) exceeds twenty percent (20%) of the replacement cost of the Building, and in either case there is material damage thereto to the Premises, Landlord may at its election terminate the Lease unless Tenant elects to pay the uninsured cost of restoration. 22.4 In satisfying its obligations under this Article 22, Landlord shall be not be required to fulfill its restoration responsibilities with improvements identical to those which were damaged or destroyed; rather, with the consent of Tenant, which consent will not be unreasonably withheld or delayed, Landlord may restore the damage or destruction with improvements reasonably equivalent or of reasonably equivalent value to those damaged or destroyed. 22.5 In the event of damage, destruction and/or restoration as herein provided, Tenant shall not be entitled to any compensation or damages occasioned by any such damage, destruction or restoration, but Tenant shall be entitled to an equitable abatement of rent in proportion to the extent the Premises are not usable by Tenant. Notwithstanding the foregoing, in the event restoration cannot reasonably be repaired, reconstructed, or restored completed within a period of one hundred eighty (180) days from following the date of damage or destruction as estimated by Landlord's architect, or is not in fact completed within such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within one hundred eighty (180) day period (which period shall not be extended more than thirty (30) days pursuant to Sections 22.6 and 42.10 hereof), Tenant at its election may by written notice to Landlord given within fifteen (15) days following such period terminate this Lease. In the event of such termination, Tenant shall have no responsibility for contributing to the expense of restoration. 22.6 Notwithstanding anything to the contrary contained in this Article, should Landlord be delayed or prevented from completing the restoration of the improvements after the casualty. Furthermoreoccurrence of such damage or destruction by reason of acts of God, if war, terrorism, government restrictions, inability to procure the necessary labor or materials, strikes, delay in receipt of insurance proceeds or other causes beyond the control of Landlord (but excluding economic conditions or financial inability to perform), the time for Landlord to commence or complete restoration shall be extended for the time reasonably required as a result of such event. 22.7 If an insured casualty is from a cause which is not required to be insured under Lessor’s special form property insuranceoccurs, or is not insured under any other property Landlord shall make the loss adjustment with the insurance company for the insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to Landlord. 22.8 Tenant waives the applicable deductible are not sufficient to repair provisions of Washington law or any similar statute now existing or hereafter adopted governing destruction of the Premises, so that the parties' rights and restore obligations in the Building and Improvements, Lessor may elect (1) to repair and restore event of damage or destruction shall be governed by the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence provisions of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowLease.

Damage or Destruction. (a) In 16.01 If the event of a total destruction Premises is damaged or destroyed by fire or other casualty, Lessee will immediately give written notice to Lessor of the Building and Improvements during casualty. Lessor will have the Term from any cause, either party may elect right to terminate this Lease by giving written notice following a casualty if any of termination the following occur: (i) insurance proceeds actually paid to Lessor and available for use are not sufficient to pay the full cost to fully repair the damage to the other party within thirty Premises or the Building; (30ii) days after Lessor determines that the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if Premises or the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored fully repaired within a period of one hundred eighty (180) days from days; (iii) the date Premises are damaged or destroyed within the last twelve (12) months of such casualty, either Lessor or the Lease Term; (iv) Lessee may terminate is in Default of this Lease by giving written notice at the time of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from ; (v) Lessor would be required under this Lease to abate or reduce Lessee’s rent for a cause which is not required to be insured under Lessor’s special form property insuranceperiod in excess of six (6) months ix xxx repairs were undertaken; or (vi) the Project, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvementsin which the Premises is located, is damaged such that the cost of repair of the same would exceed 10% of the replacement cost of the same. If Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected elects to terminate this Lease pursuant Lease, Lessor will be entitled to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination retain all applicable Lessee insurance proceeds excepting those attributable to Lessee. Lessor’s election to repair furniture, fixtures, equipment, and restore the Building any other personal property, and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. excepting proceeds of business interruption insurance maintained by Lessee. 16.02 If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisionsParagraph 16.01, Lessor shall complete will repair the repairs in a diligent manner Premises and this Lease shall continue in full force and effect, except that Monthly Base Rent continue. The repair obligation of Lessor shall be limited to repair of the Premises excluding any Lessee Alterations and any personal property and trade fixtures of Lessee. During the period of repair, rent will be abated or reduced in accordance with Paragraph 20(d) belowproportion to the degree to which Lessee’s use of the Premises is impaired, as determined by Lessor, not to exceed the total amount of rent loss insurance proceeds, directly attributable to Lessee’s Premises, Lessor has received. However, rent will not be abated if Lessee or any of its agents is the cause of the casualty.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements during the Term term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements or the Premises that are the subject of this Lease are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease Premises in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Base Rent and Additional Rent of the Premises which are the subject of this Lease shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of or the Property Premises to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or and if any Lessor reasonably believes that the damage thereto cannot can be repaired, reconstructed, or restored with reasonable diligence within a period of one hundred eighty (180) days from after the date of such casualtyissuance of any necessary permits to complete the repair of the Premises (without payment of overtime or other premiums), either Lessor or Lessee may terminate there are at least twelve (12) months remaining in the term of this Lease by giving written notice of termination to Lease, and the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form “all risk” property insurance, or is not insured under any other property insurance coverage then carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete forthwith repair the repairs in a diligent manner same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d) below. If any of the foregoing conditions are not met, Lessor shall have the option of either repairing and restoring the Building and Improvements, or terminating this Lease by giving written notice of termination to Lessee within sixty (60) days after the casualty. Notwithstanding anything to the contrary contained in this Paragraph 20, Lessor shall not have the right to terminate this Lease if the cost to repair the damage to the Building or to restore the Premises would cost less than five percent (5%) of the replacement cost of the Building, regardless of whether or not the casualty is insured provided that there are at least twelve (12) months remaining in the term of this Lease. (c) Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease, shall be made and written notice thereof shall be given to Lessee within sixty (60) days after the casualty. Notwithstanding the foregoing, (1) Lessee may terminate this Lease by written notice to Lessor if Lessor has not obtained all necessary governmental permits for the restoration and commenced construction of the restoration within sixty (60) days after the casualty; or (2) if Lessor elects to repair and restore the Building and Improvements under Paragraph 20(b) above, but the repairs and restoration are not substantially completed within two hundred forty (240) days after the date of the casualty, Lessee may terminate this Lease by written notice to Lessor given within thirty (30) days after the expiration of said period of two hundred forty (240) days after the date of the casualty, provided that the repairs and restoration are not substantially completed prior to the receipt by Lessor of such notice of termination. (d) In the event of repair, reconstruction, or restoration as provided herein, the Monthly Base Rent and Additional Rent shall be abated proportionally in the ratio which the Lessee’s use of all or a portion of the Premises is impaired and Lessee does not so use for the conduct of its business such portion of the Premises impaired during the period of such repair, reconstruction, or restoration, from the date of the casualty until such repair, reconstruction or restoration is substantially completed. (e) With respect to any destruction of the Building and Improvements which Lessor is obligated to repair, or may elect to repair, under the terms of this Paragraph 20, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor’s obligation to repair and restore the Building and Improvements shall include the Tenant Improvements referred to in Paragraph 13(a). Lessor’s time for completion of the repairs and restoration of the Building and Improvements referred to above shall be extended by a period equal to any delays (“force majeure delays”) caused by strikes, labor disputes, unavailability of materials, inclement weather, circumstances not within Lessor’s control, or acts of God, but in no event by more than sixty (60) days. (f) In the event of termination of this Lease pursuant to any of the provisions of this Paragraph 20, the Monthly Base Rent and Additional Rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the Building and Improvements, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee’s obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 20.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements improvements during the Term lease term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements improvements of the Complex are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease premises in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d20(e) below. (b) In the event of a partial destruction of the Building and Improvements improvements of the Property Complex to an extent not exceeding twenty-five percent (25%) of the replacement cost thereof and if the damage thereto can be repaired, reconstructed, or restored within a period of one hundred twenty (120) days from the date of such casualty, and if the casualty is from a cause which is insured under Lessor's fire and extended coverage insurance, or is insured under any other coverage then carried by Lessor, and Lessor receives proceeds of insurance sufficient to repair and restore the Building and improvements, Lessor shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(e) below. If any of the foregoing conditions is not met, Lessor shall have the option of either repairing and restoring the Building and improvements, or terminating this Lease by giving written notice of termination to Lessee within thirty (30) days after the casualty, subject to the provisions of Paragraph 20(d). (c) In the event of a partial destruction of the Building and improvements of the Complex to an extent equal to or exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any the damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property 's fire and extended coverage insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvementsimprovements, Lessor may elect (1) to repair and restore the Building and Improvements improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b20(c)), or (2) to Lessor may terminate this Lease by giving written notice of termination to Lessee. Lessor’s 's election to repair and restore the Building and Improvements improvements or to terminate this Lease Lease, shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. Notwithstanding the foregoing, (1) if Lessor has not obtained all necessary governmental permits for the restoration and commenced construction of the restoration within ninety (90) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given at any time prior to the actual commencement of construction of the restoration; or (2) if Lessor elects to repair and restore the Building and improvements under subparagraph (b) or (c) above, but the repairs and restoration are not substantially completed within one hundred eighty (I 80) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given within thirty (30) days after the expiration of said period of one hundred eighty (180) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d20(e) below. (d) In the case of damage which is not required to be covered by insurance, or in case the casualty is covered by insurance but the proceeds are insufficient to cover the entire cost of restoration, Lessor shall not have the right to terminate this Lease, (i) if repair or restoration would cost less than two percent (2%) of the replacement cost of the Building, or (ii) if Lessee agrees to pay the cost of repair in excess of two percent (2%) of the replacement cost and Lessee delivers said sum to Lessor within ten (10) days after receipt of a written request therefor from Lessor. (e) In the event of repair, reconstruction, or restoration as provided herein, the Monthly Base Rent and Additional Rent shall be abated proportionally in the ratio which the Lessee's use of the premises is impaired during the period of such repair, reconstruction, or restoration. (f) With respect to any destruction of the Complex which Lessor is obligated to repair, or may elect to repair, under the terms of this Paragraph 20, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor's obligation to repair and restore the Complex shall be limited to the improvements originally constructed by Lessor at Lessor's expense. Lessee shall repair or replace, at Lessee's expense, all leasehold improvements, fixtures, and equipment installed by Lessee or paid for by Lessee. Lessor's time for completion of the repairs and restoration of the Complex shall be extended by a period equal to any delays caused by strikes, labor disputes, unavailability of materials, inclement weather, acts of God, or other causes beyond Lessor's control. (g) In the event of termination of this Lease pursuant to any of the provisions of this Paragraph 20, the monthly rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the Building and improvements, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee's obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 20.

Damage or Destruction. If all or any part of the Premises or any material portion of the balance of the Real Property is damaged by fire or other casualty, Landlord shall, within sixty (60) days of the date of the damage, give Tenant written notice of landlord’s reasonable estimate of the time required from the date of the damage to repair the damage (the “Damage Estimate”). Landlord shall diligently proceed to repair the damage and this Lease shall remain in full force and effect if (i) the damage is caused by a peril covered by Landlord’s insurance (or required under this Lease to be covered by Landlord’s insurance), the proceeds from such insurance are sufficient to repair the damage (an “Insured Casualty”), and the Damage Estimate is one hundred eighty (180) days or less, or (ii) the damage is caused by a peril not covered (and not required to be covered) by Landlord’s insurance or the proceeds from Landlord’s insurance are not sufficient to repair the damage (an “Uninsured Casualty”), and the Damage Estimate is ninety (90) days or less. If the Damage Estimate is more than one hundred eighty (180) days, in the case of an Insured Casualty, or more than ninety (90) days, in the case of an Uninsured Casualty, Landlord, it its option exercised by written notice to Tenant within sixty (60) days of the date of the damage, shall either (a) In diligently proceed to repair the damage, in which event of a total destruction of the Building and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. or (b) In the event of a partial destruction terminate this Lease as of the date specified by Landlord in the notice, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given, and this Lease shall terminate on the date specified in the notice; provided, however, that Landlord may only terminate this Lease pursuant to the foregoing if Landlord terminates the leases of all other tenants who are similarly physically affected by the casualty and for whom Landlord has the right to terminate their lease in such instance. If the damage is to the Premises or if the Building is so damaged that access to or use and Improvements occupancy of the Property Premises is materially impaired, the Damage Estimate is more than one (1) year, and Landlord does not give notice terminating this Lease within the sixty (60) day period provided above, then Tenant may give notice to an extent exceeding twenty-five percent Landlord, within fifteen (25%15) but less than seventy-five percent (75%) calendar days after the expiration of the replacement cost thereofaforesaid sixty (60) day period, or if any damage thereto canterminating this Lease as of the date specified in Tenant’s termination notice, which date shall not be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from before the date of such casualty, either Lessor notice or Lessee may terminate this Lease by giving written notice of termination to the other within more than thirty (30) days after the casualtydate of Tenant’s termination notice. FurthermoreIf this Lease was not terminated pursuant to the above and Landlord is required by the terms hereof to repair the subject damages, then, if Landlord does not complete the repairs by the later of (i) the date that is ninety (90) days following the estimated date for the completion of the repairs as stated in the Damage Estimate (such casualty is from a cause which is not required ninety (90) day period to be insured under Lessor’s special form property insurance, extended by any delays caused by Tenant or is not insured under any other property insurance carried by Lessor, its agents) or if (ii) the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect date one (1) year following the date of the damage (such one (1) year period to repair and restore the Building and Improvements (provided that Lessee has not elected to be extended by any delays caused by Tenant or its agents), then Tenant may terminate this Lease pursuant by providing Landlord with written notice of such termination at any time prior to the first sentence date the repairs are completed, which written notice shall specify the termination date, which termination date shall not be before the date of such notice nor more than thirty (30) days after the date of such notice. Notwithstanding anything to contrary contained in this Paragraph 20(b))26, or if the initial Damage Estimate is more than ninety (290) days, and the date on which Landlord reasonably anticipates the repairs of such damage will be completed is during the last twelve (12) months of the Lease term, Landlord and Tenant shall each have the option to terminate this Lease by giving written notice to the other, in the case of termination to Lessee. LessorLandlord together with the Damage Estimate, or, in the case of Tenant, within thirty (30) days of Tenant’s election to repair receipt of the Damage Estimate, and restore the Building and Improvements or to terminate this Lease shall terminate as of the date specified by the party in its termination notice, which date shall not be made and written before the date of such notice thereof shall be given to Lessee within or more than thirty (30) days after the casualtydate of such notice. Notwithstanding anything to the contrary in this Paragraph 26, if damage which would otherwise lead to a right to terminate this Lease results from the willful misconduct of Landlord or Tenant, the party from whose misconduct such damage results shall have no right to terminate this Lease. If this Lease is the fire or other casualty damages the Premises or the common areas of the Real Property necessary for Tenant’s use and occupancy of the Premises, Tenant ceases to use any portion of the Premises as a result of such damage, and the damage does not terminated result from the negligence or willful misconduct of Tenant or any other Tenant Parties, then during the period the Premises or portion thereof are rendered unusable by Lessor such damage and repair, Tenant’s Monthly Rent, Tenant’s Electrical Charge and Additional Rent under Paragraphs 5 and 7 above shall be proportionately reduced based upon the extent to which the damage and repair prevents Tenant from conducting, and Tenant does not conduct, its business at the Premises. Landlord shall not be obligated to repair or Lessee pursuant replace any of Tenant’s movable furniture, equipment, trade fixtures, and other personal property, nor any Alterations installed in the Premises by Tenant, and no damage to any of the foregoing provisionsshall entitle Tenant to any abatement, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force Tenant shall, at Tenant’s sole cost and effectexpense, except that Monthly Base Rent repair and replace such items. All such repair and replacement of Alterations shall be abated constructed in accordance with Paragraph 20(d) below9 above regarding Alterations. A total destruction of the Building shall automatically terminate this Lease. In no event shall Tenant be entitled to any compensation or damages from Landlord for loss of use of the whole or any part of the Premises or for any inconvenience occasioned by any such destruction, rebuilding or restoration of the Premises, the Building or access thereto, except for the rent abatement expressly provided above. Tenant hereby waives any existing or future law providing for termination of hiring upon destruction of the thing hired and/or providing for repairs to and of premises.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements during and/or the Term from any causePremises is damaged by fire or other perils covered by Landlord's insurance, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor Landlord shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below.: (bi) In the event of a partial destruction of the Building and Improvements of and/or the Property Premises, to an extent not exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost full insurable value thereof, or and if any the damage thereto cannot is such that the Building and/or the Premises may be repaired, reconstructed, reconstructed or restored within a period of one hundred eighty twenty (180120) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice the happening of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property and if Landlord will receive insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair cover the cost of such repairs, then Landlord shall commence and restore proceed diligently with the Building and Improvementswork of repair, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), reconstruction or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner restoration and this Lease shall continue in full force and effect; ii) If such repair, reconstruction, or restoration shall require a period longer than one hundred twenty (120) days or exceeds twenty-five percent (25%) of the full insurable value thereof, or if said insurance proceeds will not be sufficient to cover the cost of such repairs, then Landlord either may elect to so repair, reconstruct or restore and the Lease shall continue in full force and effect or Landlord may elect not to repair, reconstruct, or restore and the Lease shall then terminate; and iii) Under any of the conditions of this subsection 11(a) or subsection 11(e), Landlord shall give written notice to Tenant of its intention within ninety (90) days after the occurrence of such damage or destruction. If Landlord fails to provide such written notice within such ninety (90) day period, then Landlord shall be deemed to have elected not to restore the Building and/or Premises. In the event Landlord elects not to restore the Building and/or the Premises, this Lease shall be deemed to have terminated as of the date of such partial destruction. In the event Landlord elects to restore the Building and/or the Premises, but it is reasonably estimated that such restoration will take longer than ten (10) months from the date of the casualty, then Tenant may terminate this Lease on written notice to Landlord. Notwithstanding anything contained in this Section 11(a) to the contrary, provided that Tenant leases at least fifty percent (50%) of the Building, if any casualty does not render the Premises untenantable, regardless of the amount of damage or destruction to the remainder of the Building, then Landlord shall not have the right to terminate this Lease under this Section 11(a). (b) Upon any termination of this Lease under any of the provisions of this Section 11, the parties shall be released without further obligation to the other from the date possession of the Premises is surrendered to Landlord except for items which have theretofore accrued and are then unpaid; provided that Monthly Base Landlord shall, upon such termination, return to Tenant any unearned Rent or other unearned sums paid to Landlord. (c) In the event of repair, reconstruction, or restoration by Landlord as herein provided, the Rental payable under this Lease shall be abated proportionately with the degree to which Tenant's use of the Premises is impaired during the period of such repair, reconstruction or restoration. Tenant's recovery for damages, if any, is limited to Rental abatement. Tenant shall not be entitled to any compensation or damages for loss in accordance with Paragraph 20(dthe use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by any damage, repair, reconstruction or restoration. (d) belowTenant shall not be released from any of its obligations under this Lease except to the extent and upon the conditions expressly stated in this Section 11 or as otherwise provided in this Lease. Notwithstanding anything to the contrary contained in this Section 11, if Landlord is delayed or prevented from repairing or restoring the damaged Premises within one year after the occurrence of such damage or destruction by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials after diligent efforts to obtain such labor or materials, or other cause beyond the reasonable control of Landlord, Landlord shall be relieved of its obligation to make such repair or restoration and Tenant shall be released from its obligations under this Lease as of the end of said one year period and this Lease shall be deemed terminated. (e) If damage is due to any cause other than fire or other peril covered by extended coverage insurance, Landlord may elect to terminate this Lease. (f) If Landlord is obligated to or elects to repair or restore as herein provided, Landlord shall be obligated to make repair or restoration only of those portions of the Building and/or the Premises which were originally provided at Landlord's expense, and the repair and restoration of items not provided at Landlord's expense shall be the obligation of Tenant. (g) Notwithstanding anything to the contrary contained in this Section 11, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage resulting from any casualty covered under this Section 11 occurs during the last twelve (12) months of the then current Term of this Lease. However, if Landlord chooses not to restore, Tenant may elect to terminate this Lease. ________________________________________________________________________________

Damage or Destruction. (a) In 12.01 If the event of a total destruction Demised Premises, or other portion of the Building and Improvements during Industrial Center of which the Term from any causeDemised Premises constitute a part, either party may elect to terminate are damaged, by fire or other casualty, Lessor shall forthwith repair the same, provided such repairs can, in Lessor's opinion, be completed within ninety (90) days. In such event, this Lease by giving written notice of termination shall remain in full force and effect except that if there is damage to the other party within thirty (30) days after Demised Premises and such damage was not the casualty occurs. A total destruction result of negligence or willful misconduct of Lessee or Lessee's employees or invitees, the rent payable by Lessee shall be deemed to have occurred for this purpose if abated while the Building and Improvements repairs are destroyed to being may by the extent to which the Demised Premises are unusable by Lessee in the normal conduct of seventy-five percent (75%) or more of the replacement cost thereofLessee's business. If the Building and Improvements are destroyed to the extent of seventy-five percent repairs cannot, in Lessor's opinion, be completed within ninety (75%90) or more and this Lease is not terminated by either Lessor or Lesseedays, Lessor shallmay, provided that Lessor receives insurance proceeds in at least said amount (less Lessor's option, make the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner repairs and this Lease shall continue in full force and effect, except that rent shall be abated subject to abatement of rental as hereinabove in accordance with Paragraph 20(d) below. (b) this Section provided. In the event of a partial destruction of Lessor does not elect to make the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto repairs which cannot be repairedcompleted within ninety (90) days, reconstructedand provided the damage affects the Demised Premises or common areas necessary to Lessee's occupancy, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving shall give written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given fact to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by date on which the damage occurred and either Lessor or Lessee may, within thirty (30) days after the giving of such notice, terminate this Lease. 12.02 Notwithstanding the provisions of Section 12.01 above, Lessor and Lessee shall each have the option of terminating this Lease in any of the following circumstances: (a) Where the damage or destruction arises from a casualty or cause not covered by insurance then in force maintained by Lessee in accordance with Section 8,03, or if, for any reason, the proceeds from such insurance are not available or are inadequate to cover the entire cost of the repair. (b) Where the building in which the Demised Premises are located is damaged or destroyed to the extent of one third or more of the replacement coat thereof, whether the Demised Premises be injured or not; provided, however, Lessee shall have no right to terminate unless such damage or destruction materially impairs Lessee's normal and customary use of the Demised Premises, (c) Where the repairs cannot be made by reason of any statute, ordinance, rule or regulation of any governmental authority. 12.03 If Lessor is obligated or elects to repair any damage pursuant to the foregoing provisionsthis Article, Lessor shall complete not be required to repair or replace any improvements installed in the repairs Demised Premises by or for Lessee, other than building standard tenant improvements made by Lessor, and Lessee shall, at Lessee's own expense, repair and restore Lessee's portion of such improvements. 12.04 In the event of a total destruction of an entire building in a diligent manner and which any portion of the Demised Premises is located, either party may elect to terminate this Lease shall continue in full force with respect to such portion and effectthe monthly rent payable to Lessor, except that Monthly Base Rent including the expenses charged to Lessee which are based upon the square footage of the Demised Premises, shall be abated in accordance with Paragraph 20(d) belowreduced by same proportion that the floor area of the Demised Premises so destroyed bears to the floor area of the entire Demised Premises immediately prior to such destruction.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements the improvements during the Term lease term from any cause, either party may elect to terminate this Lease effective as of the date of such casualty by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements improvements are destroyed to the extent of seventysixty-five percent (7565%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), Landlord shall repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease improvements in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d20(f) below. (b) Subject to Paragraph 20(d), in the event of a partial destruction of the Building and improvements to an extent less than sixty-five percent (65%) of the replacement cost thereof and if the damage thereto can be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, and if the casualty is from a cause which is insured (or required to be insured) under Landlord’s “all risk” property insurance, or is insured under any other coverage then carried by Landlord, Landlord shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(f) below. If any of the foregoing conditions is not met, Landlord shall have the option of either repairing and restoring the Building and improvements, or terminating this Lease effective as of the date of the casualty by giving written notice of termination to Tenant within thirty (30) days after the casualty, subject to the provisions of Paragraph 20(c). Notwithstanding anything to the contrary contained in this Paragraph 20, except as set forth in Paragraph 20(d), Landlord shall not have the right to terminate this Lease if the cost to repair the damage to the Building and improvements would cost less than five percent (5%) of the replacement cost of the Building and improvements, regardless of whether or not the casualty is insured or required to be insured. Notwithstanding anything to the contrary contained in this Paragraph 20, if the cost to repair the damage to the Building and improvements exceeds five percent (5%) of the replacement cost of the Building and improvements, and Landlord elects to terminate this Lease, Tenant may nullify the effect of such termination by giving Landlord written notice within ten (10) days after receipt by Tenant of Landlord’s notice of termination that Tenant elects to repair the damage to the Building and improvements at Tenant’s sole cost (to the extent the costs exceed Landlord’s insurance proceeds), in which event this Lease shall remain in effect, provided that rent abatement shall not extend beyond the date that the restoration is completed. (c) In the event of a partial destruction of the Building and Improvements of the Property improvements to an extent exceeding twentyless than sixty-five percent (25%) but less than seventy-five percent (7565%) of the replacement cost thereof, or if any and the damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee Tenant may terminate this Lease effective as of the date of the casualty by giving written notice of termination to the other Landlord within thirty (30) days after Tenant’s receipt from Landlord of a notice stating Landlord’s good faith estimate of the casualtytime required to repair, restore or reconstruct the damaged portions of the Building or Premises and such estimated time exceeds one hundred eighty (180) days. The foregoing shall not affect Landlord’s termination rights under subparagraph (b) above. Furthermore, if such casualty is from a cause which is not insured or not required by this Lease to be insured under LessorLandlord’s special form “all risk” property insurance, or is not insured under any other property insurance carried by LessorLandlord, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient Landlord may elect to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements improvements (provided that Lessee Tenant has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b20(c) or Paragraph 20(d)), or (2) to Landlord may terminate this Lease effective as of the date of the casualty by giving written notice of termination to LesseeTenant, subject to the limitations of Paragraph 20(b). LessorLandlord’s election to repair and restore the Building and Improvements improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee Tenant within forty-five (45) days after the casualty. Notwithstanding the foregoing, (1) if Landlord has not obtained all necessary governmental permits for the restoration and commenced construction of the restoration within one hundred twenty (120) days after the casualty, Tenant may terminate this Lease by written notice to Landlord given at any time prior to the actual commencement of construction of the restoration; or (2) if Landlord elects to repair and restore the Building and improvements under subparagraph (b) or (c) above, but the repairs and restoration are not substantially completed within two hundred ten (210) days after the casualty, plus the period of any delays in the completion of the repairs and restoration caused by strikes, labor disputes, unavailability of materials, inclement weather, or acts of God (“force majeure delays”), Tenant may terminate this Lease by written notice to Landlord given within thirty (30) days after the casualtyexpiration of said period of two hundred ten (210) days after the casualty plus the period of any force majeure delays, but not by more than sixty (60) additional days. (d) Notwithstanding anything to the contrary contained in this Paragraph 20, if at any time during the last twelve (12) months of the term of this Lease, there is damage to the Building and improvements for which the cost to repair exceeds five percent (5%) of the replacement cost the Building and improvements, whether or not an insured loss, both Landlord and Tenant shall have the option to terminate this Lease effective as of the date of occurrence of such damage by giving written notice to the other party of its election to do so within fifteen (15) days after the date of such damage. However, if Landlord elects to terminate this Lease and Tenant is not then in default under the Lease, Tenant may negate Landlord’s election to terminate under this Paragraph 20(d) by electing, within ten (10) days after receipt of Landlord’s termination notice, to exercise any unexercised option to extend this Lease. If Tenant negates Landlord’s election, this Lease shall continue in effect. (e) If this Lease is not terminated by Lessor Landlord or Lessee Tenant pursuant to the foregoing provisions, Lessor Landlord shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d20(f) below. (f) In the event of repair, reconstruction, or restoration as provided herein, the Monthly Base Rent and Additional Rent shall be abated proportionally in the ratio which the Tenant’s use of the Premises is impaired during the period of such repair, reconstruction, or restoration, from the date of the casualty until such repair, reconstruction or restoration is completed. (g) With respect to any destruction of the Building and improvements which Landlord is obligated to repair, or may elect to repair, under the terms of this Paragraph 20, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Landlord shall repair and restore any leasehold improvements constructed thereafter by Landlord, or by Tenant with Landlord’s prior written consent. (h) In the event of termination of this Lease pursuant to any of the provisions of this Paragraph 20, the Monthly Base Rent and Additional Rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Landlord be liable to Tenant for any damages resulting to Tenant from the occurrence of such casualty, or from the repairing or restoration of the Building and improvements, or from the termination of this Lease as provided herein, nor shall Tenant be relieved thereby from any of Tenant’s obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 20, and except in the event of termination of the Lease by either party in which case Tenant shall be relieved of its obligations under the Lease accruing from and after the date of such termination.

Damage or Destruction. (a) In the event of a total destruction 17.1 If all or any portion of the Building or the Premises are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable (a “Casualty”), then Landlord shall, within forty-five (45) days of the occurrence of such damage or destruction, provide Tenant with an estimate of the length of time needed to repair such damage or destruction, which estimate shall be prepared by an independent, third-party architect (the “Repair Estimate”). Landlord shall diligently repair and Improvements during restore the Term from Premises and the Building (but specifically excluding the original tenant improvements installed pursuant to Exhibit B, any causeAlterations or any other contents of the Premises) to substantially the same condition they were in prior to such damage or destruction; provided, either party may elect however, that if the Repair Estimate provides that such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (the “Restoration Period”), then Landlord and Tenant shall each have the right to terminate this Lease by giving written notice of termination to the other party within sixty (60) days after such party’s receipt of the Repair Estimate (the “Termination Notice Period”), provided further that Tenant shall have no further right to terminate the Lease Term after Landlord has commenced any restoration and repair so long as Landlord diligently pursues such restoration and repair to completion, except as otherwise provided in Section 17.2 below. Notwithstanding the preceding sentence, if the Casualty occurs during the (i) second-to-last Lease Year of the then-existing Lease Term (including any exercised renewals), then (a) the foregoing forty-five (45) day period to provide the Repair Estimate will be reduced to thirty (30) days, (b) the foregoing one hundred eighty (180) day Restoration Period will be reduced to ninety (90) days, and (c) the foregoing sixty (60) day Termination Notice Period will be reduced to thirty (30) days, and (ii) the last Lease Year of the then-existing Lease Term (including any exercised renewals), then (x) the foregoing forty-five (45) period to provide the Repair Estimate will be reduced to twenty (20) days, (y) the foregoing one hundred eighty (180) day Restoration Period will be reduced to ninety (60) days, and (z) the foregoing sixty (60) day Termination Notice Period will be reduced to ten (10) days. 17.2 If after a Casualty, either Landlord or Tenant have a right to terminate this Lease in accordance with the terms of this Article XXVII and neither Landlord nor Tenant timely terminate this lease in accordance with the terms of this Article XXVII, then, as set forth in Section 17.1 above, Landlord shall diligently repair and restore and during such period Tenant shall not have a right to terminate this Lease as further set forth in Section 17.1 above. However, if Landlord fails to cause such repair and restoration before the expiration of the Restoration Period, then Tenant shall have the right to terminate this Lease upon the delivery of written notice to Landlord; provided, however, if Landlord causes such repair and restoration before the date that is thirty (30) days after Landlord’s receipt of such termination notice from Tenant, Tenant’s termination will not be effective and the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue will remain in full force and effect. 17.3 If this Lease is terminated pursuant to this Article, except that then rent (including Tenant’s share of Operating Expenses and Real Estate Taxes) shall be abated in accordance with Paragraph 20(d) below. apportioned (b) In based on the event of a partial destruction portion of the Building Premises which is usable after such damage or destruction) and Improvements of the Property paid to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualtyevent. If this Lease is not terminated by Lessor as a result of such damage or Lessee destruction, then until such repair and restoration of the Premises are substantially complete (which period of restoration shall include an additional one hundred twenty (120) days for Tenant to repair or restore any of the original tenant improvements installed pursuant to Exhibit B, any Alterations or any other contents of the foregoing provisionsPremises (including, Lessor without limitation, Tenant’s trade fixtures, decorations, furnishings, equipment or personal property)), Tenant shall complete be required to pay rent (including Tenant’s proportionate share of Operating Expenses and Real Estate Taxes) only for the repairs portion of the Premises that is usable while such repair and restoration are being made. After receipt of all insurance proceeds (including proceeds of insurance maintained by Tenant), Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that (a) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (b) Landlord shall not be required to repair or restore any of the original tenant improvements installed pursuant to Exhibit B, any Alterations or any other contents of the Premises (including, without limitation, Tenant’s trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything in a diligent manner and this Lease to the contrary, Landlord shall continue have the right to terminate this Lease if (1) insurance proceeds (plus the amount of any deductible) are insufficient to pay the full cost of such repair and restoration or the holder of any Mortgage fails or refuses to make such insurance proceeds available for such repair and restoration, and in full force either case Landlord is terminating the leases of substantially all of the tenants in the Building; (2) zoning or other applicable Laws or regulations do not permit such repair and effectrestoration, except or (3) the Building is damaged by fire or casualty (whether or not the Premises has been damaged) to such an extent that Monthly Base Rent shall be abated Landlord decides, in accordance with Paragraph 20(d) belowits sole and absolute discretion, not to rebuild or reconstruct the Building.

Damage or Destruction. (a) In the event of If all or a total destruction part of the Premises are damaged by fire or other casualty, or if the Building is so damaged that access to or use and Improvements during occupancy of the Term from any causePremises is materially impaired, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereofdate of the damage Landlord shall give Tenant notice of Landlord's reasonable estimate of the time required from the date of the damage to repair the damage (the "Damage Estimate"). If the Building and Improvements are destroyed to Damage Estimate is one hundred fifty (150) days or less, then Landlord shall repair the extent of seventy-five percent (75%) or more damage and this Lease shall remain in full force and effect. If the Damage Estimate is not terminated more than one hundred fifty (150) days, Landlord, at its option exercised by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount written notice to Tenant within sixty (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as 60) days of the Commencement Date date of this Lease the damage, shall either (a) repair the damage, in a diligent manner and which event this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. or (b) In the event of a partial destruction terminate this Lease as of the Building date specified by Landlord in the notice, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given, and Improvements this Lease shall terminate on the date specified in the notice. If the Damage Estimate is more than one (1) year, and Landlord does not give notice terminating this Lease, then Tenant may give notice to Landlord, within thirty (30) calendar days after Tenant receives the Damage Estimate, terminating this Lease as of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereofdate specified in Tenant's termination notice, or if any damage thereto canwhich date shall not be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from before the date of such casualtynotice or more than thirty (30) days after the date of Tenant's termination notice. Notwithstanding anything to contrary contained in this Paragraph 26, either Lessor or Lessee may if the initial Damage Estimate is more than ninety (90) days, and the date on which Landlord reasonably anticipates the repairs of such damage will be completed is during the last twelve (12) months of the Lease term, Landlord and Tenant shall each have the option to terminate this Lease by giving written notice of termination to the other other, in the case of Landlord together with the Damage Estimate, or, in the case of Tenant, within thirty (30) days of Tenant's receipt of the Damage Estimate, and this Lease shall terminate as of the date specified by the party in its termination notice, which date shall not be before the date of such notice or more than thirty (30) days after the casualtydate of such notice. FurthermoreNotwithstanding the foregoing, if Landlord shall purport to exercise its termination right pursuant to this paragraph, and within fifteen (15) days thereafter Tenant shall validly exercise any theretofore unexercised renewal option under Paragraph 52 below, Landlord's exercise of such casualty is from a cause which is termination right shall be deemed void and of no force and effect, but the remaining provisions of this Paragraph 26 shall fully apply with respect to such fire or other casualty, and any rights of Landlord (but not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1Tenant) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence paragraph of this Paragraph 20(b))26 on account of such fire or other casualty shall survive and remain exercisable in accordance with the terms of such first paragraph. Notwithstanding anything to the contrary in the Paragraph 26, or (2) if damage which would otherwise lead to a right to terminate this Lease by giving written notice results from the willful misconduct of termination to Lessee. Lessor’s election to repair and restore Landlord or Tenant, the Building and Improvements or party from whose misconduct such damage results shall have no right to terminate this Lease Lease. If the fire or other casualty damages the Premises or the common areas of the Real Property necessary for Tenant's use and occupancy of the Premises, and Tenant ceases to use any portion of the Premises as a result of such damage, then during the period the Premises or portion thereof are rendered unusable by such damage and repair, Tenant's Monthly Rent and Additional Rent under Paragraphs 5 and 7 above shall be made proportionately reduced based upon the extent to which the damage and written notice thereof repair prevents Tenant from conducting, and Tenant does not conduct, its business at the Premises; provided, however, if the damage results from the gross negligence or willful misconduct of Tenant or Tenant's agents, employees, contractors, licensees or invitees, then Tenant's Monthly Rent and Additional Rent will not abate unless Tenant reimburses Landlord for the deductible required uxxxx Landlord's property damage/rental loss insurance. Landlord shall not be obligated to repair or replace any of Tenant's movable furniture, equipment, trade fixtures, and other personal property, nor any Alterations installed in the Premises by Tenant which are not normal and customary general office improvements, and no damage to any of the foregoing shall entitle Tenant to any abatement, and Tenant shall, at Tenant's sole cost and expense, repair and replace such items. All such repair and replacement of Alterations shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated constructed in accordance with Paragraph 20(d9 above regarding Alterations. Where Landlord is obligated to repair any damage pursuant to this Paragraph 26, Landlord's obligation shall include the obligation to repair (or replace, as applicable) belowany Alterations installed in the Premises which are normal and customary general office improvements. A total destruction of the Building shall automatically terminate this Lease. In no event shall Tenant be entitled to any compensation or damages from Landlord for loss of use of the whole or any part of the Premises or for any inconvenience occasioned by any such destruction, rebuilding or restoration of the Premises, the Building or access thereto, except for the rent abatement expressly provided above. Tenant hereby waives California Civil Code Sections 1932(2) and 1933(4), providing for termination of hiring upon destruction of the thing hired and Sections 1941 and 1942, providing for repairs to and of premises.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination Subject to the other party within thirty provisions of Section 11.2(b): (30x) days all risk or loss concerning the Assets that occurs on or prior to the Closing shall be borne by Seller; and (y) all risk of loss concerning the Assets that occurs after the casualty occurs. A total destruction Closing shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated borne by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) belowPurchaser. (b) In the event of a partial destruction that, on or prior to the Closing Date, the Assets are damaged in whole or in part by fire or other casualty, the following procedures shall apply: (i) Seller shall notify Purchaser in writing of the Building damage within two (2) Business Days following Seller becoming aware of such damage (the “Asset Damage Notice”). (ii) If the estimated costs of repairing damage to any Real Property as to each facility (the “Damaged Property”) and Improvements any Assets located on the Damaged Property (collectively, the “Damaged Property Components”) is less than Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Damage Threshold Amount”), which estimated repair costs (the “Estimated Repair Costs”) shall be determined in accordance with Section 11.2(b)(iii), then the provisions of Section 11.2(c) of this Agreement shall exclusively apply. In the event that the Estimated Repair Costs to repair damage to the Damaged Property Components for any Damaged Property is equal to or greater than the Damage Threshold Amount, then the provisions of Section 11.2(d) of this Agreement shall exclusively apply. (iii) Within thirty (30) calendar days following the delivery of the Asset Damage Notice, Seller shall deliver to Purchaser a written notice (the “Damage Estimate Notice”) that sets forth Seller’s reasonable estimate of Estimated Repair Costs to repair the damage to the Damage Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) Components for the Damaged Property. In the event that Purchaser reasonably challenges Seller’s estimate of the replacement cost thereofEstimated Repair Costs in the Damage Estimate Notice, or if any damage thereto cannot be repaired, reconstructed, or restored within then Purchaser must deliver a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to Seller (the other “Estimate Dispute Notice”) within thirty (30) days after following Purchaser’s receipt of the casualtyDamage Estimate Notice that sets forth Purchaser’s estimate of the Estimated Repair Costs. FurthermoreIf Purchaser fails to deliver the Estimated Dispute Notice to Seller within such thirty (30) day period, if Purchaser shall be deemed to have waived its right to challenge Seller’s estimate of the Estimated Repair Costs in the Damage Estimate Notice and Seller’s estimate shall be binding on the Parties. In the event that Purchaser delivers an Estimate Dispute Notice to Seller, then Seller shall deliver a written notice to Purchaser (the “Estimate Response Notice”), within three (3) Business Days following the delivery of the Estimate Dispute Notice, electing to either: (i) utilize Purchaser’s estimate of Estimated Repair Costs in the Estimate Dispute Notice, in which case Purchaser’s estimate shall be final and binding on the parties, or (ii) have the Estimated Repair Costs determined by a contractor licensed in the Commonwealth of Pennsylvania reasonably acceptable to both Purchaser and Seller (the “Estimating Contractor”). Failure by Seller to deliver the Estimate Response Notice to Purchaser prior to the expiration of such casualty is from a cause which is not required three (3) Business Day period (the “Estimate Election Deadline”) shall be deemed to be insured under LessorSeller’s special form property insurance, election to have the Estimated Repair Costs determined by an Estimating Contractor. In the event that Seller elects or is not insured under any other property insurance carried deemed to have elected to have the Estimated Repair Costs determined by Lessoran Estimating Contractor, or if the proceeds of insurance received by Lessor when added parties shall mutually attempt to agree on an Estimating Contractor within five (5) Business Days following the Estimating Election Deadline. If the parties are unable to mutually agree on an Estimating Contractor, then prior to the expiration of the five (5) Business Day period, Seller and Purchaser shall each designate in writing to the other party a contractor licensed in the Commonwealth of Pennsylvania and those two designated contractors shall select the Estimating Contractor. The determination by the Estimating Contractor of the amount of the Estimated Repair Costs shall be final and binding on the parties. (c) In the event that the Estimated Repair Costs to the Damaged Property Components for any Damaged Property, as determined pursuant to Section 11.2(b)(iii), is less than the Damage Threshold Amount, then Seller shall deliver a written notice to Purchaser (the “Minor Damage Election Notice”) in which Seller elects either to: (i) have Seller that owns the Damaged Property repair the damage to the Damaged Property Components prior to Closing (which shall be extended for a reasonable period of time to permit performance of such repairs) at no cost or expense to Purchaser; or (b) not repair such damage prior to Closing, in which case Purchaser shall be entitled to a credit against the Purchase Price in the amount of the Estimated Repair Costs. If Seller fails to deliver the Minor Damage Election Notice to Purchaser within five (5) Business Days following the determination of Estimated Repair Costs pursuant to Section 11.2(b)(iii), Seller shall be deemed to have elected to have the applicable deductible are not sufficient Real Estate Seller repair the Damaged Property Components. (d) In the event that the Estimated Repair Costs to repair and restore the Building and ImprovementsDamaged Property Components for any Damaged Property, Lessor as determined pursuant to Section 11.2(b)(iii), is equal to or greater than the Damage Threshold Amount, at the election of Purchaser, which election shall be set forth in a written notice from Purchaser to Seller (the “Major Damage Election Notice”), this Agreement may elect be terminated pursuant to this Section upon delivery of the Major Damage Election Notice to Seller. The Major Damage Election Notice shall be delivered by Purchaser to Seller within five (15) Business Days following the final determination of the Estimated Repair Amount pursuant to repair and restore Section 11.2(b)(iii). If Purchaser fails to deliver the Building and Improvements Major Damage Election Notice within that five (provided that Lessee has not 5) Business Day period, Purchaser shall be deemed to have elected to terminate this Lease Agreement. If Purchaser elects to proceed with the Closing of the transactions contemplated under and pursuant to the first sentence provisions of this Paragraph 20(b)Agreement, Seller shall (i) assign to Purchaser the right to collect any and all insurance proceeds in respect of such Damaged Property after the Closing less deductions under the following subsection (ii), or and (2ii) provide Purchaser a credit against the Purchase Price in an amount of equal to terminate (a) any applicable deductible and (b) any insurance proceeds received as of the Closing Date. Any termination of this Lease by giving written notice of termination Agreement pursuant to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease Section 11.2 shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) Article XII below.

Damage or Destruction. (a) In Except to the event extent otherwise provided in Subsection (b) of this Section 9.01, (i) Tenant at its sole cost and expense shall promptly proceed to reconstruct, restore and repair any damage or destruction to the Premises by fire or other casualty to a total destruction condition substantially equivalent in value and function to the extent permitted by law to its former condition; and (ii) Tenant specifically waives any rights it might otherwise have under New York Real Property Law ' 227 to any abatement of rent or other obligations under this Lease or to any right to terminate this Lease. (i) If, during the 19th or 20th years of the Initial Term or during the last two years of the Initial Term (if Tenant has not exercised its Renewal Option) or during the last two years of the Renewal Term, more than 25% of the Building shall be damaged by fire or other casualty, Tenant may elect not to reconstruct, restore or repair, and Improvements may terminate this Lease on thirty (30) days written notice to Landlord given at any time after the date of the fire or other casualty. Tenant, in that event, will assign to Landlord all its rights under the fire and extended coverage insurance policies required to be maintained under this Lease, and subject to a pro-ration and apportionment of Annual Rental and Real Estate Taxes as of the date of the casualty, no further rentals shall be due hereunder. (ii) If, during the Term from any causefirst eighteen (18) years of the Initial Term, either party may more than 25% of the Building shall be damaged by fire or other casualty, Tenant shall be obligated to rebuild as required by Section 9.01(a) hereof but Tenant may, at its option, elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more as of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as 18th anniversary of the Commencement Date by giving Landlord a notice to that effect no later than the earlier of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d(i) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from year after the date of such casualty, either Lessor the fire or Lessee may terminate this Lease by giving written notice casualty and (ii) the eighteenth anniversary of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowCommencement Date.

Damage or Destruction. (a) Partial Damage – Insured Section 6.01. In the event of a total destruction the Premises or the Building are damaged by any casualty which is covered under fire and extended coverage insurance carried by Landlord, then Landlord shall restore such damage provided insurance proceeds are available to pay eighty percent (80%) ore more of the Building cost of restoration and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party provided such restoration can be completed within thirty sixty (3060) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more commencement of the replacement cost thereofwork in the opinion of a registered architect or engineer appointed by Landlord. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and In such event this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease lease shall continue in full force and effect, except that rent Tenant shall be abated entitled to proportionate reduction of rent while such restoration takes place, such proportionate reduction to be based upon the extent to which the restoration efforts interfere with Tenant’s business in accordance with Paragraph 20(d) belowthe Premises. (b) Section 6.02. In the event of a partial destruction of the Premises or the Building and Improvements are damaged by a risk not covered by Landlord’s insurance or the proceeds of the Property to an extent exceeding twenty-five available insurance are less than eighty percent (25%) but less than seventy-five percent (7580%) of the replacement cost thereofof restoration, or if any damage thereto the restoration cannot be repaired, reconstructed, or restored completed within a period of one hundred eighty sixty (18060) days from after the date commencement of work in the opinion of the registered architect or engineer appointed by Landlord, then Landlord shall have the option either to (1) repair or restore such casualtydamage, either Lessor this lease continuing in full force and effect, but the rent to be proportionately abated are hereinabove provided or Lessee may terminate this Lease by giving written (2) give notice of termination to the other Tenant at any time within thirty (30) days after the casualty. Furthermore, if such casualty is from damage terminating this lease as of a cause which is not required date to be insured under Lessor’s special form property insurancespecified in such notice, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease which date shall be made and written notice thereof shall be given to Lessee within not less than thirty (30) nor more than sixty (60) days after giving such notice. In the casualty. If event of the giving of such notice, this Lease is not terminated lease shall expire and all interest of Tenant in the Premises shall terminate on such date so specified in such notice and the rent, reduced by Lessor or Lessee pursuant any proportionate reduction based upon the extent, if any, to which said damage interfered with the use and occupancy of Tenant, shall be paid to the foregoing provisionsdate of such termination, Lessor shall complete Landlord agrees to refund to the repairs Tenant any rent theretofore paid in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowadvance for any period of time subsequent to such date.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements during the Term lease term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements or the Premises are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease Premises in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building or the Premises to an extent not exceeding fifty percent (50%) of the replacement cost thereof and if the damage thereto can be repaired, reconstructed, or restored within a period of one hundred twenty (120) days from the date of such casualty, and if the casualty is from a cause which is insured under Lessor’s “all risk” property insurance, or is insured under any other coverage then carried by Lessor, Lessor shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d) below. If any of the foregoing conditions is not met, Lessor shall have the option of either repairing and restoring the Building and Improvements, or terminating this Lease by giving written notice of termination to Lessee within thirty (30) days after the casualty, subject to the provisions of Paragraph 20(c). Notwithstanding the foregoing, Lessor shall not have the right to terminate this Lease if the cost to repair the damage to the Building or to restore the Premises would cost less than five percent (5%) of the replacement cost of the Building, regardless of whether or not the casualty is insured. Notwithstanding the foregoing, if the casualty is uninsured, the cost to restore the Premises exceeds five percent (5%) of the replacement cost, and Lessor elects to terminate this Lease, Lessee may nullify the effect of such termination by giving Lessor written notice within ten (10) days after receipt by Lessee of Lessor’s notice of termination that Lessee elects to restore the Premises at Lessee’s sole cost, in which event this Lease shall remain in effect, provided that Rent abatement shall not extend beyond the date that the restoration is completed, or one hundred twenty (120) days after the casualty, whichever occurs first. (c) In the event of a partial destruction of the Building and Improvements of the Property Premises to an extent equal to or exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any the damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty twenty (180120) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form “all risk” property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b20(c)), or (2) to Lessor may terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease Lease, shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. Notwithstanding the foregoing, (1) if Lessor has not obtained all necessary governmental permits for the restoration and commenced construction of the restoration within one hundred twenty (120) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given at any time prior to the actual commencement of construction of the restoration; or (2) if Lessor elects to repair and restore the Building and Improvements under subparagraph (b) or (c) above, but the repairs and restoration are not substantially completed within one hundred eighty (180) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given within thirty (30) days after the expiration of said period of one hundred eighty (180) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d) below. (d) Subject to the limitation in Paragraph 20(b) above which applies if Lessee elects to restore the Premises at Lessee’s expense, in the event of repair, reconstruction, or restoration as provided herein, the Monthly Base Rent and Additional Rent shall be abated proportionally in the ratio which the Lessee’s use of the Premises is impaired during the period of such repair, reconstruction, or restoration, from the date of the casualty until such repair, reconstruction or restoration is completed. (e) With respect to any destruction of the Premises which Lessor is obligated to repair, or may elect to repair, under the terms of this Paragraph 20, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor’s obligation to repair and restore the Premises shall include the Tenant Improvement Work referred to in Paragraph 13 and any other leasehold improvements constructed thereafter by Lessor or by Lessee with Lessor’s prior written consent. Lessor’s time for completion of the repairs and restoration of the Premises shall be extended by a period equal to any delays caused by strikes, labor disputes, unavailability of materials, inclement weather, acts of God, or other causes beyond Lessor’s control. (f) In the event of termination of this Lease pursuant to any of the provisions of this Paragraph 20, the monthly rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the Building and Improvements, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee’s obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 20.

Damage or Destruction. (a) In 15.1 Subject to the provision of Paragraphs 15.3 and 15.4, below, in the event of a total destruction of the Building or the Premises are wholly or partially damaged or destroyed by fire or other casualty covered by any fire and Improvements during extended coverage insurance maintained by Landlord, Landlord shall repair or restore (or cause the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30repair or restoration of) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to or the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements Premises to substantially the same condition existing as of the Commencement Date of this Lease in a diligent manner prior to such damage or destruction as soon as reasonably practicable, and this Lease shall continue in full force and effect, except ; provided that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of Landlord reasonably determines that either the Building and Improvements or the Premises are damaged or destroyed to the extent of the Property to an extent exceeding twentymore than one-five percent third (25%) but less than seventy-five percent (75%1/3) of the their replacement cost thereof(exclusive of footings and foundations), or if any such damage thereto cannot be repaired, reconstructed, or restored within a period destruction occurs in the last twenty-four (24) months of the Term or in Landlord’s reasonable opinion would take more than one hundred eighty (180) days from to repair, Landlord shall have the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair right in its sole and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) absolute discretion to terminate this Lease by giving Tenant written notice within sixty (60) days after the occurrence of termination such damage or destruction of Landlord’s intention to Lessee. Lessor’s election terminate this Lease. 15.2 Subject to repair the provision of Paragraphs 15.3 and restore 15.4, below, in the event the Building or the Premises is wholly or partially damaged or destroyed by any cause other than as set forth in Paragraph 15.1, above, Landlord shall have the right in its sole and Improvements or absolute discretion to terminate this Lease shall be made and by giving Tenant written notice thereof shall be given to Lessee within thirty sixty (3060) days after the casualtyoccurrence of such damage or destruction of Landlord’s intention to terminate this Lease. If Landlord does not terminate this Lease, Landlord shall diligently pursue repair and restoration to completion. 15.3 If Landlord elects to terminate the Lease is not terminated under either Paragraph 15.1 or 15.2, above, the Rental and other amounts to be paid by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and Tenant under this Lease shall continue be prorated through the date of termination, subject to abatement as provided in full force and effect, except that Monthly Base Rent shall be abated in accordance with this Paragraph 20(d) below15.

Damage or Destruction. (a) In If the event Office Building Project is damaged by fire or other insured casualty and the insurance proceeds have been made available therefore by the holder or holders of a total destruction any mortgages or deeds of trust covering the Premises or the Office Building Project, the damage shall be repaired by and at the expense of the Building and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination Lessor to the other party extent such insurance proceeds are available therefore and provided such repairs can, in Lessor's opinion, be made within thirty one hundred twenty (30120) days after the casualty occurs. A total destruction occurrence of such damage without the payment of overtime or other premiums, and until such repairs are completed rent shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed abated in proportion to the extent of seventy-five percent (75%) or more part of the replacement cost thereofPremises which is unusable by Lessee in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). If the Building and Improvements are destroyed damage is due to the extent fault or neglect of seventy-five percent Lessee or its employees, agents or visitors, there shall be no abatement of rent. If repairs cannot, in Lessor's opinion, be made within one hundred twenty (75%120) or more days, Either Party may, at its option, make them within a reasonable time and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and such event this Lease shall continue in full force effect and effect, except that the rent shall be abated in accordance with the manner provided in this Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property 9. Lessor's election to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot make such repairs must be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease evidenced by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualtylearning of the occurrence of the damage. If Lessor does not so elect within such thirty (30) day period to make such repairs which cannot be made within one hundred twenty (120) days, then either party may, by written notice to the other, cancel this Lease is as of the date of the occurrence such damage. A total destruction of the Office Building Project shall automatically terminate this Lease. Except as provided in this Paragraph 9, there shall be no abatement of rent and no liability of Lessor by reason of any injury to or interference with repairs, alterations or improvements in or to any portion of the Office Building Project or the Premises or in or to fixtures, appurtenances and equipment therein, Lessee understands that Lessor will not terminated by Lessor carry insurance of any kind for Lessee's furniture, furnishings, fixtures or Lessee pursuant to the foregoing provisionsequipment, and that Lessor shall complete not be obligated to repair any damage thereto or replace the repairs in same. With respect to any damage which Lessor is obligated to repair or elects to repair, Lessee, as a diligent manner material inducement to Lessor entering into this Lease, irrevocably waives and this Lease shall continue in full force releases its rights under the provisions of Sections 1932(2) and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d1933(4) belowof the California Civil Code.

Damage or Destruction. (a) In the event of If all or a total destruction part of the Premises are damaged by fire or other casualty, or if the Building is so damaged that access to or use and Improvements during occupancy of the Term from any causePremises is materially impaired, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereofdate of the damage Landlord shall give Tenant notice of Landlord's reasonable estimate of the time required from the date of the damage to repair the damage (the "Damage Estimate"). If the Building and Improvements are destroyed to Damage Estimate is one hundred twenty (120) days or less, then Landlord shall repair the extent of seventy-five percent (75%) or more damage and this Lease shall remain in full force and effect. If the Damage Estimate is not terminated more than one hundred twenty (120) days, Landlord, at its option exercised by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount written notice to Tenant within sixty (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as 60) days of the Commencement Date date of this Lease the damage, shall either (a) repair the damage, in a diligent manner and which event this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. or (b) In the event of a partial destruction terminate this Lease as of the Building date specified by Landlord in the notice, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given, and Improvements this Lease shall terminate on the date specified in the notice. If the Damage Estimate is more than one (1) year, and Landlord does not give notice terminating this Lease, then Tenant may give notice to Landlord, within thirty (30) calendar days after Tenant receives the Damage Estimate, terminating this Lease as of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereofdate specified in Tenant's termination notice, or if any damage thereto canwhich date shall not be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from before the date of such casualtynotice or more than thirty (30) days after the date of Tenant's termination notice. Notwithstanding anything to contrary contained in this Paragraph 26, either Lessor or Lessee may if the initial Damage Estimate is more than ninety (90) days, and the date on which Landlord reasonably anticipates the repairs of such damage will be completed is during the last twelve (12) months of the Lease term, Landlord and Tenant shall each have the option to terminate this Lease by giving written notice of termination to the other other, in the case of Landlord together with the Damage Estimate, or, in the case of Tenant, within thirty (30) days of Tenant's receipt of the Damage Estimate, and this Lease shall terminate as of the date specified by the party in its termination notice, which date shall not be before the date of such notice or more than thirty (30) days after the casualtydate of such notice. FurthermoreNotwithstanding the foregoing, if Landlord shall purport to exercise its termination right pursuant to this paragraph, and within fifteen (15) days thereafter Tenant shall validly exercise any theretofore unexercised renewal option under Paragraph 52 below, Landlord's exercise of such casualty is from a cause which is termination right shall be deemed void and of no force and effect, but the remaining provisions of this Paragraph 26 shall fully apply with respect to such fire or other casualty, and any rights of Landlord (but not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1Tenant) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence Paragraph of this Paragraph 20(b))26 shall survive and remain exercisable in accordance with the terms of such first paragraph. Notwithstanding anything to the contrary in the Paragraph 26, or (2) if damage which would otherwise lead to a right to terminate this Lease by giving written notice results from the willful misconduct of termination to Lessee. Lessor’s election to repair and restore Landlord or Tenant, the Building and Improvements or party from whose misconduct such damage results shall have no right to terminate this Lease Lease. If the fire or other casualty damages the Premises or the common areas of the Real Property necessary for Tenant's use and occupancy of the Premises, and Tenant ceases to use any portion of the Premises as a result of such damage, then during the period the Premises or portion thereof are rendered unusable by such damage and repair, Tenant's Monthly Rent and Additional Rent under Paragraphs 5 and 7 above shall be made proportionately reduced based upon the extent to which the damage and written notice thereof repair prevents Tenant from conducting, and Tenant does not conduct, its business at the Premises; provided, however, if the damage results from the negligence or willful misconduct of Tenant or Tenant's agents, employees, contractors, licensees or invitees, then Tenant's Monthly Rent and Additional Rent will not xxxxx unless Tenant reimburses Landlord for the deductible required under Landlord's property damage/rental loss insurance. Landlord shall not be obligated to repair or replace any of Tenant's movable furniture, equipment, trade fixtures, and other personal property, nor any Alterations installed in the Premises by Tenant (other than those of the Initial Alterations which are normal and customary general office improvements), and no damage to any of the foregoing shall entitle Tenant to any abatement, and Tenant shall, at Tenant's sole cost and expense, repair and replace such items. All such repair and replacement of Alterations shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated constructed in accordance with Paragraph 20(d9 above regarding Alterations. A total destruction of the Building shall automatically terminate this Lease. In no event shall Tenant be entitled to any compensation or damages from Landlord for loss of use of the whole or any part of the Premises or for any inconvenience occasioned by any such destruction, rebuilding or restoration of the Premises, the Building or access thereto, except for the rent abatement expressly provided above. Tenant hereby waives California Civil Code Sections 1932(2) belowand 1933(4), providing for termination of hiring upon destruction of the thing hired and Sections 1941 and 1942, providing for repairs to and of premises.

Damage or Destruction. (a) In Except as provided in this paragraph, prior to the event Close of a total destruction Escrow the entire risk of loss of damage by earthquake, flood, hurricane, landslide, fire or other casualty is borne and assumed by Seller. If, prior to the Closing Date, any part of the Building Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Seller will promptly inform Buyer of such fact in writing and Improvements during advise Buyer as to the Term from any causeextent of the damage. 13.2.1 If such damage or destruction is Material (as defined below), either party may elect Buyer has the option to terminate this Lease by giving Agreement upon written notice of termination to the other party within Seller given not later than thirty (30) days after the casualty occurs. A total destruction shall receipt of Seller's written notice to Buyer advising of such damage or destruction. 13.2.2 If this Agreement is so terminated, Buyer will be deemed to have occurred for this purpose if the Building and Improvements are destroyed entitled to the extent of seventy-five percent (75%) or more return of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance Deposit together with Paragraph 20(d) belowany interest thereon. (b) In the event of a partial destruction of the Building and Improvements of the Property 13.2.3 If Buyer does not timely exercise this option to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by LessorAgreement, or if the casualty is not Material, Seller will assign to Buyer all of Seller's right, title and interest in and to any and all insurance proceeds under Seller's insurance policies relating to such damage or destruction, and shall reduce the Purchase Price by the amount of the deductible and any other amount not covered by insurance received by Lessor when added under such policies (including reasonably anticipated post-Closing rental loss, except to the applicable deductible are not sufficient extent covered by insurance, through to completion of such repair and restore the Building restoration resulting from such casualty), and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease transaction will close pursuant to the first sentence terms of this Paragraph 20(b))Agreement. 13.2.4 For purposes of this Section 13.2, "Material" is deemed to be any damage or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant destruction to the foregoing provisions, Lessor shall complete Property where the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall cost of repair or replacement is estimated to be abated in accordance with Paragraph 20(d) belowmore than 10% of the Purchase Price.

Damage or Destruction. (a) In Subject to the event provisions of Paragraphs 11(b) and 11(c) below, if, during the Term, the Premises are totally or partially destroyed from any insured casualty, Landlord shall, within ninety (90) forty-five (45) days after the destruction, commence to restore the Premises to substantially the same condition as they were in immediately before the destruction and prosecute the same diligently to completion. Such destruction shall not terminate this Lease. Landlord’s obligation shall not include repair or replacement of Tenant’s alterations or Tenant’s equipment, furnishings, fixtures and personal property. If the existing laws do not permit the Premises to be restored to substantially the same condition as they were in immediately before destruction, and Landlord is unable to get a total destruction variance to such laws to permit the commencement of restoration of the Building and Improvements during Premises within the Term from any causeninety (90) 45-day period, then either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) forty-five (45) days after expiration of the ninety (90) 45-day period. (b) Despite the provisions of Paragraph 11(a) above, Landlord may decide within ninety (90) forty-five (45) days after such destination to demolish the Building rather than rebuild it, in which case this Lease will terminate as of the date or the destruction. Landlord shall give Tenant written notice of its intention within ninety (90) forty-five (45) days after the casualty occurs. A total destruction. (c) If any destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed occurs to the Premises during the last six (6) months of the initial Term or during the last six (6) months of any extension period, regardless of the nature and extent of seventythe destruction, either party can elect to terminate this Lease within thirty (30) forty-five percent (75%45) or more days after the destruction occurs, If this Lease does not terminate pursuant to this Paragraph 11(c), the provisions of the replacement cost thereof. Paragraph 11(a) above shall apply. (d) If the Building and Improvements Premises are destroyed damaged from any uninsured casualty to the any extent of seventywhatsoever, Landlord may within ninety (90) forty-five percent (75%45) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount days following the date of such damage: (less the applicable deductible), repair and i) commence to restore the Building and Improvements Premises to substantially the same condition existing as of they were in immediately before the Commencement Date of this Lease destruction and prosecute the same diligently to completion, in a diligent manner and which event this Lease shall continue in full force and effect; or (ii) within the ninety (90) 45-day period Landlord may elect not to so restore the Premises, except that rent in which event this Lease shall be abated in accordance with Paragraph 20(dcease and terminate. In either such event, Landlord shall give Tenant written notice of its intention within the ninety (90) below45-day period. (be) In the event of a partial destruction or damage to the Premises which materially interferes with Tenant’s use of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. FurthermorePremises, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor as above provided, there shall be an abatement or Lessee pursuant reduction of Base Rent between the date of destruction and the date Landlord substantially completes its reconstruction obligations, based upon the extent to which the foregoing provisions, Lessor shall complete destruction materially interferes with Tenant’s use of the repairs in a diligent manner and Premises. All other obligations of Tenant under this Lease shall continue remain in full force and effect. Except for abatement of Base Rent, except Tenant shall have no claim against Landlord for any loss suffered by Tenant due to damage or destruction of the Premises or any work of repair undertaken as herein provided. (f) The provisions of California Civil Code Sections 1932(2) and 1933(4), and any successor statutes, are inapplicable with respect to any destruction of the Premises, such sections providing that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowa lease terminates upon the destruction of the Premises unless otherwise agreed between the parties to the contrary.

Damage or Destruction. 22.1. If the Demised Premises or any part thereof shall be damaged by fire, casualty or any other cause, Tenant shall give prompt notice thereof to Landlord. 22.2. If the Building or Demised Premises are damaged by fire, casualty or other cause thereby rendering the Demised Premises totally or partially inaccessible or untenantable for Tenant's purposes, Landlord shall provide notice to Tenant within [*] after the date of such damage of Landlord's reasonable estimate of the time required to restore the Demised Premises (a) In "Restoration Notice"). If less than [*] of the event of a total destruction insurable value of the Building was destroyed by such damage and Improvements during Landlord sets forth in the Term Restoration Notice that the Demised Premises can be restored within [*] from any causethe date of the damage, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty Landlord, at Landlord's sole expense (30) days after the casualty occurs. A total destruction which shall not be deemed to have occurred for this purpose if the Building and Improvements are destroyed passed through as an Operating Expense (except to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease any insurance deductible amount paid by Landlord that is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductiblea capital expenditure), shall repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner such damage and this Lease shall continue in full force and effect, except that rent shall be abated in accordance . [*} Confidential information has been omitted and filed separately with Paragraph 20(d) belowthe Commission. (b) In 22.3. If more than [*]of the event of a partial destruction insurable value of the Building is destroyed by fire, casualty or any other cause and Improvements Landlord sets forth in the Restoration Notice that the Demised Premises can not be repaired within [*] from the date of the Property damage, Landlord shall have the right to an extent exceeding twenty-five percent terminate this Lease by delivering notice of termination to Tenant, and this Lease shall be terminated effective [*] after delivery of such notice. 22.4. Notwithstanding anything to the contrary in this Article 22, if the Demised Premises is damaged and (25%i) but less than seventy-five percent (75%) [*] or more of the replacement cost thereofspace then used by Tenant exclusively for office purposes, or (ii) [*] or more of the space then used by Tenant for research and development and production purposes or (iii) [*] or more of the space then used by Tenant for warehouse purposes, is thereby rendered untenantable or not reasonably usable by Tenant for its purposes, or if the Building shall be so damaged that Tenant is deprived of reasonable access to or reasonable use of the appropriate percentage of any damage thereto cannot be repairedof (i), reconstructed(ii) or (iii) above, or restored within a period and Landlord's Restoration Notice indicates that repair of one hundred eighty (180) days the Demised Premises will require more than [*] from the date of such casualtydamage, either Lessor or Lessee may terminate this Lease by giving written notice of termination to then Tenant shall have the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) right to terminate this Lease by giving written notice to Landlord not later than [*] following Tenant's receipt of termination to Lesseethe Restoration Notice. Lessor’s election to repair and restore In addition, if the Building and Improvements or restoration is not actually substantially complete by the estimated date of completion set forth in the Restoration Notice, Tenant shall have the right to terminate this Lease shall be made and written by giving notice thereof shall be given to Lessee within thirty (30) days Landlord not later than [*] after the casualtysuch estimated date of completion. If this Lease is not terminated by Lessor or Lessee Tenant delivers to Landlord a termination notice pursuant to the foregoing provisionsterms of the preceding two sentences, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effectbe deemed to have terminated as of the date of the receipt by Landlord of the termination notice. 22.5. Landlord shall give written notice to Tenant of its election not to repair, reconstruct or restore the Building or Project pursuant to the terms of Section 22.3 within the [*] period following the date of damage or destruction. 22.6. Upon any termination of this Lease under any of the provisions of this Article, the parties shall be released thereby without further obligation to the other from the date possession of the Demised Premises is surrendered to the Landlord except that Monthly Base for items which have theretofore occurred. 22.7. If the Demised Premises or any portion thereof is rendered untenantable or inaccessible by reason of fire, casualty or other similar cause, then Rent shall xxxxx for such period with respect to such untenantable or inaccessible portion of the Demised Premises, PROVIDED, HOWEVER, that, for purposes of determining the amount of such abatement, if such untenantable or inaccessible portion of the Demised Premises shall be abated (i) space then used by Tenant for research and development or production purposes, the Basic Annual Rent per square foot with respect to such space shall be deemed to be [*] per square foot, (ii) space then used by Tenant for office purposes, the Basic Annual Rent per square foot shall be deemed to be [*] per square foot and (iii) space then used by Tenant for warehouse purposes, the Basic Annual Rent per square foot shall be deemed to be [*] per square foot. Notwithstanding the foregoing, if Tenant vacates portions of the Demised Premises not rendered ________________________ [*} Confidential information has been omitted and filed separately with the Commission. untenantable or inaccessible by such damage, then Rent shall xxxxx with respect to such portion so vacated, but only so long as, and to the extent, Landlord recovers insurance proceeds pursuant to its rental interruption insurance policy with respect to the same. 22.8. Notwithstanding anything to the contrary contained in accordance this Article, should Landlord be delayed or prevented from completing the repair or restoration of the damage to the Demised Premises after the occurrence of such damage or destruction by reason of acts of God or war, governmental restrictions, inability to procure the necessary labor or materials, strikes, or other uses beyond the control of Landlord, the time for Landlord to commence or complete repairs shall be extended, provided, at the election of Landlord, Landlord shall be relieved of its obligation to make such repairs or restoration and Tenant shall be released from all obligations under this Lease as of the end of one year from date of destruction, if repairs required to provide Tenant use of the Demised Premises are not then substantially complete. 22.9. If Landlord is obligated to or elects to repair or restore as herein provided, Landlord shall be obligated to make repairs or restoration only of those portions of the Building and the Demised Premises which were originally provided at Landlord's expense or were paid for out of the Tenant Improvement Allowance. The repair and restoration of Tenant's Property shall be the obligation of Tenant. 22.10. Notwithstanding anything set forth in this Article 22 to the contrary, in the event that, during the final [*] of the Term, if the Demised Premises is damaged and (i) [*] or more of the space then used by Tenant exclusively for office purposes, (ii) [*] or more of the space then used by Tenant for research and development and production purposes or (iii) [*] or more of the space then used by Tenant for warehouse purposes, is thereby rendered untenantable or not reasonably usable by Tenant for its purposes, or if the Building shall be so damaged that Tenant is deprived of reasonable access to or reasonable use of the appropriate percentage of any of (i), (ii) or (iii) above for a period of at least [*] Tenant may, by notice to Landlord within [*] after the occurrence of such damage, elect to (x) terminate this Lease, (y) extend the term of this Lease pursuant to Section 42, or (z) purchase the Project pursuant to Section 39. If Tenant elects to terminate this Lease, this Lease shall terminate on the date of Tenant's notice. If Tenant elects to extend the term of this Lease, the terms of Sections 22.2 and 22.3 shall be applicable. If Tenant elects to purchase the Project, Landlord shall have no obligation to repair the damage and Landlord, at the closing of the sale of the Project, shall assign to Tenant all of the casualty insurance proceeds paid and payable in connection with Paragraph 20(d) belowsuch damage. If Tenant fails to make any election within the aforesaid [*] period, Landlord may terminate this Lease by notice to Tenant within [*] after the expiration of the first [*] period following the occurrence of such damage.

Damage or Destruction. (a) In Except as provided in this paragraph, prior to the event Close of a total destruction Escrow the entire risk of loss of damage by earthquake, flood, hurricane, landslide, fire or other casualty is borne and assumed by Seller. If, prior to the Closing Date, any part of the Building Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Seller will promptly inform Buyer of such fact in writing and Improvements during advise Buyer as to the Term from any causeextent of the damage. 13.2.1 If such damage or destruction is Material (as defined below), either party may elect Buyer has the option to terminate this Lease by giving Agreement upon written notice of termination to the other party within Seller given not later than thirty (30) days after the casualty occurs. A total destruction shall receipt of Seller's written notice to Buyer advising of such damage or destruction. 13.2.2 If this Agreement is so terminated, Buyer will be deemed to have occurred for this purpose if the Building and Improvements are destroyed entitled to the extent of seventy-five percent (75%) or more return of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance Deposit together with Paragraph 20(d) belowany interest thereon. (b) In the event of a partial destruction of the Building and Improvements of the Property 13.2.3 If Buyer does not timely exercise this option to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by LessorAgreement, or if the casualty is not Material, Seller will assign to Buyer all of Seller's right, title and interest in and to any and all insurance proceeds under Seller's insurance policies relating to such damage or destruction, and shall reduce the Purchase Price by the amount of the deductible and any other amount less than $100,000 which is not covered by insurance received by Lessor when added under such policies (including reasonably anticipated post-Closing rental loss, except to the applicable deductible are not sufficient extent covered by insurance, through to completion of such repair and restore the Building restoration resulting from such casualty), and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease transaction will close pursuant to the first sentence terms of this Paragraph 20(b))Agreement. If the cost to repair any uninsured casualty exceeds $100,000, Seller's consent must be obtained before the Purchase Price is reduced under this Section 13.2.3 by the amount of such repair cost. If Seller does not so consent to such a reduction in the Purchase Price, Buyer shall have the right to purchase the Property without any such reduction or (2) to terminate this Lease by giving written notice Agreement. 13.2.4 For purposes of termination this Section 13.2, "Material" is deemed to Lessee. Lessor’s election to repair and restore the Building and Improvements be any damage or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant destruction to the foregoing provisions, Lessor shall complete Property where the repairs cost of repair or replacement is estimated to be more than 10% of the Purchase Price (determined on an aggregate basis and on a per property basis based upon the purchase price allocation set forth in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowSection 3.3 above).

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements improvements during the Term initial term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements or the Complex are destroyed to the extent of seventy-five percent (75%) or more of the full replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease Premises in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of or the Property Complex to an extent not exceeding twenty-five percent (25%) of the replacement cost thereof and if the damage thereto can be repaired, reconstructed, or restored within a period of one hundred twenty (120) days from the date of such casualty, and if the casualty is from a cause which is required to be insured under Lessor’s property insurance coverage, or is insured under any other coverage then carried by Lessor, and Lessor receives proceeds of insurance together with the deductible sufficient to repair and restore the Building and improvements, Lessor shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d) below. If any of the foregoing conditions is not met, Lessor shall have the option of either repairing and restoring the Building and improvements, or terminating this Lease by giving written notice of termination to Lessee within thirty (30) days after the casualty, subject to the provisions of Paragraph 20(c). (c) In the event of a partial destruction of the Building and improvements of the Complex to an extent equal to or exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any the damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty twenty (180120) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insuranceinsurance coverage, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1or would not have been sufficient if required insurance were carried) to repair and restore the Building and Improvements improvements, Lessor may elect to repair and restore the Building and improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b20(c)), or (2) to Lessor may terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements improvements or to terminate this Lease Lease, shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. Notwithstanding the foregoing, (1) if Lessor has not obtained all necessary governmental permits for the restoration and commenced construction of the restoration within one hundred twenty (120) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given at any time prior to the actual commencement of construction of the restoration; or (2) if Lessor elect to repair and restore the Building and improvements under subparagraph (b) or (c) above, but the repairs and restoration are not substantially completed within one hundred eighty (180) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given within thirty (30) days after the expiration of said period of one hundred eighty (180) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d) below. (d) In the event of repair, reconstruction, or restoration as provided herein, the Monthly Base Rent and Additional Rent shall be abated proportionally in the ratio which the Lessee’s use of the Premises is impaired during the period of such repair, reconstruction, or restoration, from the date of the casualty until such repair, reconstruction or restoration is completed. (e) With respect to any destruction of the Complex which Lessor are obligated to repair, or may elect to repair, under the terms of this Paragraph 20, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor’s obligation to repair and restore the Complex shall be limited to the improvements originally constructed by Lessor at Lessor’s expense. Lessee shall repair or replace, at Lessee’s expense, all leasehold improvements, fixtures, and equipment installed by Lessee or paid for by Lessee, plus Lessor’s furniture listed on Exhibit “C.” (f) In the event of termination of this Lease pursuant to any of the provisions of this Paragraph 20, the monthly rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the Building and improvements, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee’s obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 20.

Damage or Destruction. (a) In the event the improvements on the Premises or any part thereof shall have been damaged or destroyed, partially or totally, from any cause whatsoever, whether or not such damage or destruction is covered by any insurance required to be maintained under Article 7, (A) to such extent that, in the reasonable opinion of Sublessor, the Premises cannot be reasonably restored within a total destruction period of four consecutive months substantially to the condition thereof immediately preceding such damage or destruction, or (B) to such extent that, in the reasonable opinion of Sublessor, the Sublessee is thereby prevented from carrying on its normal operations at the Premises for a period of four consecutive months, or (C) to such extent that the cost of restoration thereof would exceed by more than $50,000 the net proceeds of insurance carried thereon pursuant to the requirements of this Sublease, and Sublessor thereby has the option to purchase the Premises under the Lease Agreement, then Sublessee shall have the following options, provided that if Sublessee has not provided written notice of the Building and Improvements during option it has elected within twenty (20) days following the Term from any causeevent giving rise to these options, either party then Sublessee shall be deemed to have elected the first option: (1) Sublessee may elect to terminate this Lease by giving written notice of termination to the other party within Sublease upon thirty (30) days after written notice, shall surrender the casualty occurs. A total destruction Premises to Sublessor in accordance with the terms of this Sublease, and Sublessor shall be deemed entitled to have occurred for all proceeds of any insurance maintained under Section 7.3, and Sublessee shall do all things necessary, and cooperate fully with Sublessor, to provide that the proceeds of any insurance maintained under Section 7.3 are paid to Sublessor. (2) Optionee may elect to exercise its Option under Article 12 of this purpose if Sublease to purchase the Building Premises or exercise the Leasehold Option, in accordance with the terms and Improvements are destroyed conditions of Article 12; and the proceeds of any insurance maintained under Section 7.3 shall be paid to the Sublessor to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building Option Price and Improvements are destroyed thereafter to the extent Optionee, subject to any requirements to the contrary under the Indenture, Lease Agreement, Credit Obligor Mortgage or other Financing Documents; (3) Sublessee may elect to have Sublessor repair, restore, and rebuild the Premises substantially to their condition existing immediately prior to such damage or destruction out of seventy-five percent (75%) or more available insurance proceeds, and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair parties hereto shall enter into an amended and restore the Building and Improvements to restated sublease agreement containing substantially the condition existing as same terms and conditions contained herein, subject to the following: (i) the term of the Commencement Date of this Lease in a diligent manner such amended and this Lease shall continue in full force and effect, except that rent restated sublease agreement shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days six years from the date of such casualty, either Lessor or Lessee may terminate the event giving rise to this Lease by giving written notice of termination option; (ii) Sublessee shall pay to Sublessor as rent for the Premises monthly payments in an amount equal to the other within thirty (30) days rent payment due under this Sublease for the month in which the event giving rise to this option occurs, provided that the rent payment due for April 2001 and each month thereafter shall not be less than $35,107, and provided further that such rent payments due shall increase for each two year period, beginning on October 2, 2002 if the event giving rise to this option occurs prior thereto or otherwise on the date that is two years after the casualty. Furthermoredate of the event giving rise to this option and each two-year anniversary date thereafter, if according to the following formula, applying the definitions set forth in Section 4.3 hereof except that the expression "yearly period" shall mean each yearly period of the term dating from each anniversary of the effective date of such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or amended and restated sublease if the proceeds event giving rise to this option occurs on or after October 2, 2000: If the price index during the two immediately preceding yearly periods shall increase over the base index, then the fixed monthly rental for the two succeeding yearly periods, beginning with the first day of insurance received by Lessor when added the first succeeding yearly period, shall be increased in the same proportion that the increase in the price index over such two year period bears to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) below.base index;

Damage or Destruction. (a) In the event of the Premises or the Project are damaged by fire or other event (a total destruction “Casualty”) or if portions of the Building Project outside the Premises are damaged such that Tenant is unable to access or use the Premises following the Effective Date, Landlord shall promptly and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), diligently repair such damage and restore the Building Premises and Improvements or the Project (but not the Tenant Improvements, any Alterations, or Tenant’s personal property or trade fixtures) to substantially the same condition existing to that which existed prior to such Casualty, subject to the rights as outlined herein. Landlord shall retain a reputable, independent third-party contractor reasonably acceptable to Tenant who, within forty-five (45) days of such casualty, shall give written notice (the “Determination Notice”) to Landlord and Tenant of its determination of how long it will take to rebuild and restore the damaged Premises to the Delivery Condition (as hereafter defined). In addition, Landlord shall, within such forty-five (45) day period, obtain written confirmation from the mortgagee of the Commencement Date Premises, if any, as to whether it will make all or substantially all of this Lease the insurance proceeds payable in a diligent manner connection with such casualty available for restoration (the “Mortgagee Notice”), and this Lease Landlord shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) promptly deliver the Mortgagee Notice to Tenant. In the event of a partial destruction of that the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto Premises is so destroyed that it cannot be repaired, reconstructed, repaired or restored rebuilt to the Delivery Condition within a period of one hundred eighty (180) days from after the expiration of forty-five (45) days after the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice if there are less than twenty four (24) months remaining in the Term and the Premises are so damaged that it cannot be repaired or rebuilt within sixty (60) days after the expiration of termination to forty-five (45) days after the other date of such casualty, or the mortgagee of the Premises has informed Landlord that such mortgagee will not make all or substantially all of the insurance proceeds payable in connection with such casualty available for restoration or if more than fifty percent (50%) of the gross rentable area of the Building is rendered untenantable (even if the Premises is undamaged), then, within thirty (30) days after of delivery of the casualty. FurthermoreDetermination Notice and Mortgagee Notice, if such casualty is from by delivery of a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added notice to the applicable deductible are not sufficient to repair and restore other, either Landlord or Tenant may terminate this Lease. Notwithstanding the Building and Improvementspreceding, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected there will be no right to terminate this Lease solely as a result of the mortgagee of the Premises informing Landlord that such mortgagee will not make all or substantially all of the insurance proceeds payable in connection with such casualty available for restoration if the reasonably estimated amount to restore the Premises is less than Five Hundred Thousand Dollars ($500,000). Upon the giving of any termination notice pursuant to this Section, all obligations hereunder with respect to periods from and after the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice effective date of termination to Lessee. Lessor’s election to repair shall thereupon cease and restore terminate, and in such event the Building Base Rent and Improvements or to terminate all Additional Rent and other sums payable under this Lease shall be made apportioned and written notice thereof shall be given paid in full by Tenant to Lessee within thirty (30) days after Landlord to the date of the casualty. , and neither party shall thereafter have any liability hereunder, except that any obligation or liability of either party, actual or contingent, under this Lease which has accrued on or prior to such termination shall survive. (b) If this Lease is not terminated by Lessor or Lessee pursuant to Section 12(a), Landlord shall expeditiously and diligently (subject to Force Majeure and Tenant Delays and taking into account the foregoing provisionstime necessary to adjust insurance proceeds, Lessor prepare plans and specifications, and obtain all required governmental approvals) repair such damage and restore the Premises to the Delivery Condition, subject to modifications required by applicable Laws. Landlord and Tenant shall complete cooperate and coordinate with each other regarding the repairs in performance of their respective restoration obligations. In the event that any portion of the Premises is rendered unusable as a diligent manner and result of the Casualty, then, from the date of such casualty until such time that Landlord substantially completes all of its restoration obligations with respect to such casualty pursuant to Section 12(a) of this Lease shall continue in full force and effectLease, except that Monthly (a) Base Rent shall axxxx in proportion to the portion of the Premises rendered unusable, utilizing the Base Rent rate applicable to any such portion of the Premises, and (b) the Additional Rent consisting of Common Expense Costs shall axxxx in proportion to the rentable square footage of the portion of the Premises rendered unusable, including all material restorations required for Tenant to occupy the Premises for its intended use. (c) Landlord shall not be abated required to repair any damage to, or to make any repairs or replacements of, the Alterations made by or for the benefit of Tenant after the Commencement Date other than the Landlord’s Post Delivery Work, or to the Retained FFE or any fixtures, furniture or equipment installed in the Premises that Landlord is not otherwise required to repair or restore in order to restore the Premises to the Delivery Condition. Tenant shall be responsible to repair any damage to, or to make any repairs or replacements of, any Alterations made by or for the benefit of Tenant including the Tenant’s Initial Tenant Improvement Work, any Specialty Installations, the Retained FFE and any fixtures, furniture or equipment installed in the Premises that Landlord is not otherwise required to repair or restore in order to restore the Premises to the Delivery Condition. (d) If this Lease is terminated by either party as a consequence of a Casualty in accordance with Paragraph 20(dany of the provisions of this Section 12: (i) all proceeds of insurance required to be maintained by Landlord shall be paid to Landlord subject to the rights of any mortgagee; (ii) Landlord (subject to the rights of any mortgagee) and Tenant each shall be paid its respective share (described below) of the proceeds actually recovered under the policy of property insurance maintained by Tenant under this Lease on account of any damage to or destruction of the Initial Tenant Improvements; and (iii) Tenant shall be paid all proceeds of the policy of property insurance maintained by Tenant under this Lease paid on account of any damage to or destruction of any Alterations and Tenant’s trade fixtures, furnishings, equipment and all other items of personal property of Tenant. For the purposes of item (ii) of the immediately preceding sentence, Landlord’s share of recovered proceeds shall be equal to the total of the unamortized balance of the Construction Credit, if any, and Tenant shall receive the balance of such proceeds.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five Damages which render fifty percent (7550%) or more of the replacement cost thereofsquare-foot area of the building(s) of the Leased Premises unfit for the purpose of Lessee’s business shall be considered Substantial Destruction. If the Building and Improvements are destroyed to the extent of seventy-five Damages which render less than fifty percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (2550%) but less more than seventy-five thirty percent (7530%) of the replacement square-foot area of the building(s) of the Leased Premises unfit for the purpose of Lessee’s business shall be considered a Substantial Destruction subject to special treatment. Damages, which render thirty percent (30%), or less of the square-foot area of the building(s) of the Leased Premises unfit for the purpose of Lessee’s business shall be considered a Partial Destruction. If, during the term of this Lease Agreement, or any extension thereof, the Leased Premises shall be substantially destroyed (“Substantial Destruction”) by fire, the elements, or any other cause, this Lease Agreement, at the option of Lessor or Lessee and upon written notice delivered by the terminating party to the other party within ten (10) business days after the date of said destruction, shall thereupon cease and terminate, and each party shall be released from further obligation thereunder, and Lessor shall refund to Lessee any portion of the rent paid in advance and not earned at the time of said destruction; provided however, that should Lessor elect to terminate this Lease Agreement and/or not repair damages to Leased Premises, caused by a Substantial Destruction of less than fifty percent (50%) but more than thirty percent (30%) as defined above, Lessee shall have the option of making such repairs and paying the cost thereof, or if any damage thereto cannot any, in excess of the insurance proceeds, and such action by Lessee shall negate the option otherwise available to Lessor to terminate this Lease Agreement and Lessee shall be repaired, reconstructed, or restored within entitled to a rent deduction during the period of restoration pursuant to Partial Destruction provisions described below; and in addition, Lessee shall be entitled to a credit against future rent beginning with the first month following said restoration in an amount equal to Lessee’s cost of repairs plus ten percent (10%) of the cost of such repairs. If neither party elects to terminate this Lease Agreement pursuant to the foregoing, Lessor shall be deemed to have elected to restore the Leased Premises substantially to their condition before such Substantial Destruction. Lessor shall commence the restoration within thirty (30) calendar days and complete said restoration within one hundred eighty twenty (180120) calendar days from the date of such casualtySubstantial Destruction. If however, either Lessor or Lessee may terminate during the term of this Lease Agreement, or any extension thereof, the premises shall be partially destroyed (“Partial Destruction”) by giving written notice fire, the elements, or any other cause, then the Lessor shall repair the Leased Premises at Lessor’s expense as rapidly as possible, but the elapsed time shall not exceed one hundred twenty (120) calendar days from the date of termination such Partial Destruction, and Lessee shall be entitled to a reduction of rent, in proportion’s to the other within thirty (30) days after area of the casualty. FurthermoreLeased Premises rendered unfit for occupancy, if such casualty is from a cause which is not required until the Leased Premises are restored to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowtheir condition before said destruction.

Damage or Destruction. (a) In If by fire or other casualty the event of a total destruction of leased premises are totally destroyed or the Building and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are building is partially damaged or destroyed to the extent of seventy-five percent per cent (75%) or more of the replacement cost thereof. If , even though the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto canleased premises may not be repaireddamaged, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate shall have the option of terminating this Lease or any renewal thereof by giving serving written notice of termination to upon the other within thirty (30) days after from the casualty. Furthermore, if such date of the casualty is from a cause which is not required to and any prepaid rent shall be insured under Lessor’s special form property insurance, prorated as of the time of destruction and unearned rent refunded without interest. (b) If by fire or is not insured under any other property insurance carried by Lessor, casualty the leased premises are damaged or if the proceeds of insurance received by Lessor when added partially destroyed to the applicable deductible extent of twenty-five per cent (25%) or more of the replacement cost thereof and the provisions of (a) above are not sufficient to repair and restore the Building and Improvementsapplicable, Lessor may elect then (1) to repair and restore if the Building and Improvements (provided that Lessee has not elected to unexpired term of the Lease is less than one year, excluding any unexercised renewal option, either may terminate this Lease pursuant to by serving written notice upon Lessee within ten (10) business days of the first sentence date of this Paragraph 20(b))destruction or Lessor shall restore the leased premises, or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore if the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease unexpired term is not terminated by Lessor or Lessee pursuant to the foregoing provisionsmore than one year excluding renewal option, Lessor shall complete restore the repairs leased premises, provided same is completed within 45 days of the damage. (c) If by fire or other casualty the leased premises are damaged or partially destroyed to the extent of less than Twenty-five percent (25%) of the replacement cost thereof and the provisions of (a) above are not applicable, Lessor shall restore the leased premises. (d) In the event of damage, all rents paid in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent advance shall be proportioned as of the date of damage or destruction, and all rent thereafter accruing shall be equitable and proportionately adjusted according to the nature and extent of the destruction or damage, pending completion of rebuilding, restoration or repair by lessor. In the event the destruction or damage is so extensive as to make it unfeasible for the Lessee to conduct Lessee's business on the leased premises, the rent shall be completely abated until the leased premises are restored by the Lessor or until the Lessee resumes use and occupancy of the leased premises, whichever shall first occur. The Lessor shall not be liable for any damage to or any inconvenience or interruption of business of the Lessee or any of its employees, agents, or invitees occasioned by fire or other casualty. (e) Said restoration, rebuilding or repairing shall be at Lessor's sole cost and expense. (f) Lessor shall not be required to carry fire, casualty, or extended coverage insurance on the person or property of the Lessee or any person occupying the leased premises or property which may now or hereafter be placed in accordance with Paragraph 20(d) below.the leased premises. Lessor and Lessee each waive all rights and liabilities which each may have against the other party, their agents, employees, and invitees for damage or destruction

Damage or Destruction. A. Subject to Article 17.E. below, if, at any time prior to the Commencement Date or during the Term, the Leased Premises or the Building should be destroyed or damaged to any extent which may require repairs in an amount in excess of thirty percent (a30%) In the event of a total destruction of the replacement cost of the Leased Premises or the Building, LESSOR shall have the right and option of either: (1) Immediately terminating this Lease (by written notice to LESSEE), in which case neither party shall have any rights against the other party from and after the occurrence or destruction except those arising from this Lease; or (2) Expeditiously repairing or rebuilding such damaged or destroyed portions of the Leased Premises or Building and Improvements in substantially the same or better condition as immediately prior to the destruction or damage, in which event rental shall be reduced proportionately to the loss of actual physical occupancy suffered by LESSEE, provided that, if such damage was the direct result solely of the gross negligence or willful misconduct of LESSEE, its employees, agents, invitees, licensees, or others under its control, rental shall not be reduced during such period. B. Subject to Article 17.E. below, if during the Term from there should be any causesuch damage or destruction, either party may elect but to terminate an extent less than the said thirty percent (30%) of the replacement cost as discussed above, this Lease by giving written notice shall continue and LESSOR shall expeditiously repair or rebuild the damaged or destroyed portions of termination the Leased Premises as set forth in Article 17.A. above, and the rent shall be reduced in proportion to the other party actual loss of physical occupancy suffered by LESSEE for the period of the repair or rebuilding, provided LESSOR shall have no obligation to spend or incur costs for such repair or rebuilding in excess of the insurance proceeds actually paid to LESSOR. C. Intentionally Deleted. D. Subject to Article 17.E. below, within thirty forty five (3045) days after the casualty occurs. A total occurrence of any damage or destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed which gives rise to the extent option of seventy-five percent (75%) LESSOR to terminate or more repair or rebuild, LESSOR has not given LESSEE notice of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeits decision, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and then this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease option by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or LESSOR to terminate this Lease shall be made deemed to have been waived, and LESSOR shall expeditiously repair or rebuild the Leased Premises, provided LESSOR shall have no obligation to spend or incur costs for such repair or rebuilding in excess of the insurance proceeds actually paid to LESSOR. E. Notwithstanding anything herein to the contrary, in the event that the Leased Premises are damaged or destroyed by fire or other casualty so as to materially impair the use and occupancy by LESSEE of the Leased Premises for the purposes contemplated hereunder, then LESSOR shall be obligated to provide written notice (the “Restoration Notice”) to LESSEE within forty-five (45) days of such event of casualty stating a good faith estimate, certified by an independent architect, of the period of time (the “Stated Restoration Period”) which shall be required for the repair and restoration of the Leased Premises. LESSEE shall have the right, at its election, to terminate the Lease if either (i) the Stated Restoration Period shall be in excess of one hundred forty (140) days following the event of casualty and LESSEE terminates this Lease with written notice thereof to LESSOR within ten (10) business days following delivery of the Restoration Notice, or (ii) LESSOR shall be given fail to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall substantially complete the repairs in a diligent manner repair and this Lease shall continue in full force restoration of the Leased Premises within the Stated Restoration Period and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(dLESSEE delivers written notice of such termination to LESSOR within ten (10) belowbusiness days following the expiration of the Stated Restoration Period.

Damage or Destruction. 12.01. If the demised Premises, or other portion of the Industrial Building of which the Demised Premises constitute a part, are damaged, by fire or other casualty, Lessor shall forthwith repair the same, provided such repairs can, in Lessor's opinion, be completed within one hundred eighty (a180) days. In such event, this Lease shall remain in full force and effect except that if there is damage to the Demised Premises and such damage was not the result of negligence or willful misconduct of Lessee or Lessee's employees or invitees, the rent payable by Lessee shall be abated while the repairs are being made by the extent to which the Demised Premises are unusable by Lessee in the normal conduct of Lessee's business. If the repairs cannot, in Lessor's opinion, be completed within one hundred eighty (180) days, Lessee shall have the option to cancel the lease and notice shall be given within 60 days. In the event of a total destruction of the Building and Improvements during the Term from any cause, either party may Lessor does not elect to terminate this Lease by giving make the repairs which cannot be completed within one hundred eighty (180) days, and provided the damage affects the Demised Premises or common areas necessary to Lessee's use, Lessor shall give written notice of termination such fact to the other party Lessee within thirty sixty (3060) days after the date on which the damage occurred and either Lessor or Lessee may, within sixty (60) days after the giving of such notice, terminate this Lease. 12.02. Notwithstanding the provisions of Section 12.01 above, Lessor shall have the option of terminating this Lease in any of the following circumstances: (a) Where the damage or destruction arises from a casualty occurs. A total destruction shall be deemed to have occurred for this purpose if or cause not covered by Lessor's insurance then in force, and such casualty more than 33 1/3 percent of demised premises. (b) Where the Building and Improvements building in which the Demised Premises are located is damaged or destroyed to the extent of seventy-five 50 percent (75%) or more of the replacement cost thereof, whether the Demised Premises be injured or not. (c) Where the repairs cannot be made by reason of any statute, ordinance, rule or regulation of any governmental authority. 12.03. If Lessor is obligated or elects to repair any damage pursuant to this Article, Lessor shall not be required to repair or replace any improvements installed in the Building and Improvements are destroyed to the extent of seventy-five percent (75%) Demised Premises by or more and this Lease is not terminated by either Lessor or for Lessee, Lessor other than building. standard tenant improvements made by Lessor, and Lessee shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible)Lessee's own expense, repair and restore the Building and Improvements to substantially the condition existing as Lessee's portion of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) belowsuch improvements. (b) In the event of a partial 12.04. A total destruction of the Building and Improvements of entire building in which the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may Demised Premises are located shall automatically terminate this Lease by giving written notice Lease. 12.05. Except as otherwise expressly provided in this Article, Lessee hereby waives the provisions of termination to the other within thirty (30California Civil Code Sections 1932(2) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b1933(4)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) below.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements during the Term Lease term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Premises are not available for use by Lessee for a period of one hundred eighty (180) days or more, or if the Building and Improvements are or the Complex is destroyed to the extent of seventy-five more than fifty percent (7550%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d19(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent not exceeding twenty-five fifty percent (25%) but less than seventy-five percent (7550%) of the replacement cost thereofthereof and if the damage to the Building and Improvements can be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, and if the casualty is from a cause which is insured under Lessor’s “all risk” property insurance, or is insured under any other coverage then carried by Lessor, Lessor shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d) below. (c) In the event of a partial destruction of the Building or the Complex to an extent not exceeding fifty percent (50%), but the damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, or if the casualty is from a cause which is not insured under Lessor’s “all risk” property insurance and is not completely insured by any other property insurance carried by Lessor, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore; provided, if such casualty is from a cause which is however, that Lessor shall not required have the right to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or terminate this Lease if the proceeds of insurance received by Lessor when added damage to the applicable deductible are Building or the Complex is relatively minor (e.g., repair or restoration would cost less than five percent (5%) of the replacement cost of the Building). Notwithstanding the foregoing, (1) if Lessor has not sufficient obtained all necessary governmental permits for the restoration and commenced construction of the restoration within one hundred twenty (120) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given at any time prior to the actual commencement of construction of the restoration; or (2) if Lessor elects to repair and restore the Building and Improvements, Lessor may elect the Complex under this subparagraph (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)c), or but the repairs and restoration are not substantially completed within one hundred eighty (2180) days after the casualty (without regard to force majeure), Lessee may terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be Lessor given to Lessee within thirty (30) days after the casualtyexpiration of said period of one hundred eighty (180) days after the casualty provided that such notice of termination is received by Lessor prior to substantial completion of the repairs and restoration. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d19(d) below. (d) In the event of repair, reconstruction, or restoration as provided herein, the Monthly Base Rent shall be abated proportionally in the ratio which the Lessee’s use of the Premises is impaired during the period of such repair, reconstruction, or restoration, from the date of the casualty until substantial completion of such repair, reconstruction or restoration to substantially the condition existing on the Commencement Date. (e) With respect to any destruction of the Premises which Lessor is obligated to repair, or may elect to repair, under the terms of this Paragraph 19, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor’s obligation to repair and restore the Complex shall be limited to the Improvements originally constructed by Lessor at Lessor’s expense. Lessee shall repair or replace, at Lessee’s expense, (1) all leasehold improvement to the Premises constructed by Lessee at Lessee’s expense, provided that such Improvements were originally constructed by Lessee with Lessor’s prior written consent, and (2) all fixtures, and equipment installed by Lessee or paid for by Lessee. (f) In the event of termination of this Lease pursuant to any of the provisions of this Paragraph 20, Monthly Base Rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the Building and Improvements, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee’s obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 19.

Damage or Destruction. (a) In Section 11.1: If the event of a total destruction of the Building and Improvements during the Term from Demised Premises or any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction part thereof shall be deemed damaged by fire or other casualty, TENANT shall give immediate notice thereof to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more LANDLORD, and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease lease shall continue in full force and effect, effect except that rent shall be abated in accordance with Paragraph 20(d) belowas hereinafter set forth. (bA) If the Demised Premises are partially damaged or rendered partially unusable by fire or other casualty, the damages thereto shall be repaired by and at the expense of LANDLORD to the extent that said damages include those installations originally installed by LANDLORD. (B) If the Demised Premises are totally damaged or rendered wholly unusable by fire or other casualty, then the LANDLORD shall have the right to elect not to restore the same as hereinafter provided. (C) If the Demised Premises are rendered wholly unusable by fire, flood or casualty this lease can then be terminated within 30 days at the option of TENANT or LANDLORD. (D) Nothing contained herein above shall relieve TENANT from liability that may exist as a result of damage from fire or other casualty. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent permitted by law, LANDLORD and TENANT each hereby release and waive all rights of recovery against the other or any one claiming through or under each of them by way of subrogation or otherwise. LANDLORD's and TENANT's insurance policies shall contain a clause providing that such a release or waiver shall not invalidate the insurance and also provided that such policy can be obtained without additional premiums. In the event that there are additional premiums for such waiver of a partial destruction of subrogation, the Building party in whose favor such waiver is intended shall have the option to either pay the additional premium or waive the condition that the other's policy contain the same. TENANT acknowledges that LANDLORD will not carry insurance on TENANT's furniture and/or furnishings or any fixtures or equipment, improvements or appurtenances removable by TENANT and Improvements of the Property agrees that LANDLORD will not be obligated to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if repair any damage thereto canor replace the same. (E) TENANT hereby waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this article shall govern and control in lieu thereof. Section 11.2: The TENANT and LANDLORD shall not knowingly do or permit to be repaireddone any act or thing upon the Demised Premises and building which will invalidate or be in conflict with fire insurance policies covering the Building of which Demised Premises form a part and fixtures and property therein. The TENANT shall, reconstructedat its expense, comply with all rules, orders regulations or requirements of the New York Board of Fire Underwriters, or restored within a period any similar body, which may be applicable to the TENANT's use and occupancy of one hundred eighty (180) days the Demised Premises, provided that the necessity for such compliance results from the date use and occupancy of the Demised Premises by the TENANT and shall not do or permit anything to be done in or upon the Demised Premises or bring or keep anything therein or use the Demised Premises in a manner which shall increase the rate of fire insurance on the Building of which the Demised Premises form a part or on the property located therein, over that in effect when the Building shall have been completed, unless the TENANT shall reimburse the LANDLORD, as additional rent hereunder, for that part of all insurance premiums thereafter paid by the LANDLORD which shall .have been charged because of such casualtyfailure or use by the TENANT, either Lessor or Lessee may terminate this Lease by giving written and shall make such reimbursement upon the first day of the month following receipt of notice of termination such outlay by the LANDLORD and evidence of the payment thereof. Section 11.3: Notwithstanding anything to the other within thirty (30) days contrary contained in this lease, during any period after a damage or destruction and until the casualty. Furthermorepremises have been restored, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease TENANT shall be made entitled to an abatement of rent and written notice thereof shall be given to Lessee within thirty (30) days after additional rent for the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to unusable portion of the foregoing provisionsDemised Premises, Lessor shall complete the repairs in on a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowsquare foot basis.

Damage or Destruction. (a) In Except as provided in this paragraph, prior to the event Close of a total destruction Escrow the entire risk of loss of damage by earthquake, flood, hurricane, landslide, fire or other casualty is borne and assumed by Seller. If, prior to the Closing Date, any part of the Building Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Seller will promptly inform Buyer of such fact in writing and Improvements during advise Buyer as to the Term from any causeextent of the damage. 13.2.1 If such damage or destruction is Material (as defined below), either party may elect Buyer has the option to terminate this Lease by giving Agreement upon written notice of termination to the other party within Seller given not later than thirty (30) days after the casualty occurs. A total destruction shall receipt of Seller's written notice to Buyer advising of such damage or destruction. 13.2.2 If this Agreement is so terminated, Buyer will be deemed to have occurred for this purpose if the Building and Improvements are destroyed entitled to the extent of seventy-five percent (75%) or more return of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance Deposit together with Paragraph 20(d) belowany interest thereon. (b) In the event of a partial destruction of the Building and Improvements of the Property 13.2.3 If Buyer does not timely exercise this option to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by LessorAgreement, or if the casualty is not Material, Seller will either (a) assign to Buyer all of Seller's right, title and interest in and to any and all insurance proceeds under Seller's insurance policies relating to such damage or destruction, and shall reduce the Purchase Price by the amount of the deductible and any other amount not covered by insurance received by Lessor when added under such policies (including reasonably anticipated post-Closing rental loss, except to the applicable deductible are not sufficient extent covered by insurance, through to completion of such repair and restore restoration resulting from such casualty), and this transaction will close pursuant to the Building and Improvementsterms of this Agreement, Lessor may elect or (1b) to repair and restore if the Building and Improvements (provided that Lessee has not elected casualty is Material, give Buyer notice of Seller's election to terminate this Lease pursuant Agreement by notice in writing sent within ten (10) days of Buyer's last day upon which it could exercise Buyer's right to terminate in which case the Deposit, and any interest thereon, will be returned to Buyer and neither party shall have any further obligation to or right against the other except any rights or obligations of either party which are expressly stated to survive termination of this Agreement. 13.2.4 For purposes of this Section 13.2, "Material" is deemed to be any damage or destruction to the first sentence Property where the cost of this Paragraph 20(b)), repair or (2) replacement is estimated to terminate this Lease by giving written notice be more than 10% of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowPurchase Price.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. 11.1 If the Building and Improvements are or the Premises is partially or totally destroyed to by fire or other casualty insured under the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount described above (less the applicable deductibleamount of Landlord’s deductibles and coinsured amounts thereunder), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five applicable insurance proceeds will pay for one hundred percent (25%) but less than seventy-five percent (75100%) of the replacement cost thereofreconstruction costs, such damages shall be repaired or if any rebuilt promptly by Landlord, unless (a) the damage thereto cannot be repaired, reconstructed, or restored within destruction occurs in the last two hundred seventy (270) days of the Term or (b) a period of one reputable general contractor employed by Landlord shall estimate that the time to restore such damage shall exceed two hundred eighty seventy (180270) days from the date of such casualty, in which case either Lessor or Lessee may party shall have the right to terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insuranceparty, or is not insured under any other property insurance carried by Lessor, (c) the estimated cost to rebuild or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvementsexceeds twenty-five percent (25%) of its market value, Lessor may elect (1) to repair and restore in which case Landlord shall have the Building and Improvements (provided that Lessee has not elected right to terminate this Lease pursuant by written notice to Tenant. Landlord shall notify Tenant of Landlord’s estimate of the time required to rebuild or restore within ninety (90) days after such damage or destruction. 11.2 Unless this Lease is terminated as provided above, this Lease shall remain in full force and effect, and the parties waive the provisions of any Law to the first sentence contrary, including sections 1932 and 1933 of the Civil Code of the State of California. 11.3 If on account of any damage or destruction which Landlord is required to repair or rebuild there is a material interference with Tenant’s access to or use of the Premises during Tenant’s normal business hours, and this Paragraph 20(b))Lease is not otherwise terminated, a just and proportionate part of the Rent shall be abated until the Premises are repaired or rebuilt and Tenant’s access to and use thereof has been restored; provided, however, that if any damage or destruction is due to the fault or neglect of Tenant or its employees, agents, invitees or visitors, or if any damage or destruction arises under or with respect to compliance with any applicable building code or similar Law and pertains to portions of the Premises that Tenant rather than Landlord is required to repair or to maintain in accordance with applicable Laws, there shall be no abatement of Rent, except to the extent said Rent is paid by Landlord’s rent interruption insurance. All other obligations of Tenant under this Lease shall remain in full force and effect. 11.4 If Landlord should elect or be obligated to repair or rebuild because of any damage or destruction, Landlord’s obligation shall be limited to the Common Areas and the Premises, but shall not include any improvement, addition, or alteration constructed by Tenant, which shall be the sole responsibility of Tenant. If Landlord’s restoration work shall not be completed within the later of (2a) 270 days from the date of the damage or (b) 60 days after the expiration of Landlord’s reasonable estimated restoration period, then Tenant shall have the right to terminate this Lease by giving at least 30 days’ prior written notice to Landlord within ten (10) days following the later of such dates to occur. In the event of any such termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate of this Lease under the preceding sentence, then neither Landlord nor Tenant shall be made and written notice thereof shall be given to Lessee within thirty (30) days have any rights, liabilities or obligations accruing under this Lease after the casualty. If effective date of termination, except for such rights and liabilities which, by the terms of this Lease is or at Law, are obligations of Tenant or Landlord which survive the expiration or earlier termination of this Lease. 11.5 Other than abatement of Rent as aforesaid, Tenant shall not terminated be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises, Tenant’s personal property, or Common Area, or any inconvenience or annoyance occasioned by Lessor such damage, repair, reconstruction, or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowrestoration.

Damage or Destruction. (a) 8.1 In the event the Demised Premises or the building in which the same are located shall be partially destroyed by fire or other casualty, the Tenant will, as soon as possible, repair or replace said building so that Tenant may continue in occupancy. It is further agreed that the rental herein required to be paid shall not xxxxx during the period of a total destruction untenantability of the Building and Improvements during the Term from any cause, either party may elect to terminate Demised Premises caused by such partial destruction. Partial destruction under this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement paragraph is defined as damage which will cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventyone-five percent third (75%1/3) of the replacement cost thereofof the entire building to replace. 8.2 In the event the Demised Premises or the building in which the same is located shall be damaged by fire or other casualty, and the cost of repair and replacement shall cost more than one-third (1/3) of the cost of the entire building to repair and replace, the rent payable hereunder shall xxxxx as of the date of the occurrence of said damage, and any unearned rent paid or if any damage thereto cancredited in advance shall be refunded. The Landlord and Tenant shall each have the option of terminating this Lease by delivering written notice to terminate to the other within forty-five (45) days of the date of occurrence of said damage. If both parties elect not to terminate the Lease, and such election shall be repairedevidenced by a written agreement within forty-five (45) days of the date of occurrence of said damage, reconstructedthen Tenant shall with due diligence rebuild and replace said building in substantially the same condition as it was in prior to such destruction or damage, or restored within a period of one hundred eighty (180) days from of said notice; excepting therefrom any delays due to strikes, acts of God or any other cause beyond the control of the Landlord; and the primary term under this Lease shall then run for the balance of the term (extended by a period of time equal to the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice occurrence of termination said damage to the other within thirty (30) days after date of completion of said construction), and shall be subject thereafter to all of the casualty. Furthermoreprovisions of this Lease. 8.3 In the event of any repair, if replacement or restoration of the Demised Premises, the Tenant may limit such casualty is from a cause which is not required repair, replacement or restoration to such as may reasonably be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried obtained by Lessor, or if the application of the proceeds of insurance received by Lessor when added covering such loss, so long as such repair, replacement or restoration reasonably accommodates the Tenant's previous use of the Demised Premises immediately prior to the applicable deductible destruction. 8.4 In the event the Demised Premises are not sufficient to repair and restore the Building and Improvementsrestored or repaired as a result of any casualty or loss, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease all applicable insurance proceeds shall be made and written notice thereof shall be given payable to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effectLandlord, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) below.for Tenant insurance proceeds per Section

Damage or Destruction. If (ai) In the event of a total destruction Premises shall be materially damaged or destroyed during the last year of the Building Lease Term (it being agreed that, if the Extension Option was exercised prior to such damage or destruction and Improvements during Tenant's right of rescission thereof has lapsed or is waived in writing by Tenant not later than the earlier of (x) 315 days in advance of the Expiration Date, or (y) thirty (30) days after the date of such damage or destruction, the last year of the Lease Term from any causeshall be deemed to be the last year of the Extension Period), or (ii) the Premises is damaged or destroyed to such extent that the damage or destruction cannot be repaired within a period of three hundred sixty-five (365) days of the date of such damage or destruction, either party Landlord or Tenant may elect to terminate this Lease by giving written notice of termination (the "Damage Notice") delivered to the other party within sixty (60) days of the date of such damage or destruction (and in such event this Lease shall terminate as of date of such damage or destruction as if such date were the Expiration Date hereof). In addition, Landlord, at its sole option, shall have the right to cancel and terminate this Lease, by written notice (the "Section 10 Notice") delivered to Tenant not later than sixty (60) days after the date of damage or destruction, in the event (i) the Premises is materially damaged or destroyed, (ii) the unexpired portion of the Lease Term which will remain after completion of rebuilding or restoration of the Premises (based on the estimated time for rebuilding or restoration from a reputable, independent contractor) is less than forty-two (42) months [it being agreed that, for purposes of the foregoing calculation, if the Extension Option was exercised prior to such damage or destruction and Tenant's right of rescission thereof has lapsed or is waived in writing by Tenant not later than the earlier of (x) 315 days in advance of the Expiration Date, or (y) thirty (30) days after the date of such damage or destruction, less than forty-two (42) months of the Extension Period will remain unexpired after completion of rebuilding or restoration of the Premises, based upon the estimated time for such rebuilding or restoration], and (iii) Tenant shall fail to execute and deliver to Landlord within thirty (30) days after the casualty occurs. A total destruction shall be deemed date that Tenant received the Section 10 Notice an extension of the Lease Term equal to have occurred for this purpose the amount of time by which the remaining Lease Term (which, if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease Extension Option is not terminated by either Lessor exercised prior to such damage or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto canTenant's right of rescission thereof has not be repaired, reconstructed, lapsed or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease is not waived in writing by giving written notice of termination to the other Tenant within thirty (30) days after the casualty. Furthermoredate of such damage or destruction, if shall exclude the Extension Period, and in all events shall exclude the estimated time to rebuild or restore the Premises) is less than forty-two (42) months, upon the same terms and conditions set forth herein except that the Rent for the period of such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if extension shall equal the proceeds of insurance received by Lessor when added then-escalated Rent in effect immediately prior to the applicable deductible are not sufficient expiration of the Lease Term, subject to repair and restore escalation in the Building and Improvementssame manner in effect immediately prior to the expiration of the Lease Term. If Landlord delivers neither the Damage Notice or the Section 10 Notice to Tenant within sixty (60) days after the date of the damage or casualty, Lessor may elect (1) Landlord shall be deemed to repair and restore the Building and Improvements (provided that Lessee has not elected have waived its right to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), in connection with such damage or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualtydestruction. If this Lease is not terminated by Lessor terminated, then Landlord shall repair and restore the Premises (exclusive of Tenant's equipment, trade fixtures, inventory, fixtures and personal property) with all reasonable speed (but in all events not later than twelve (12) months after the date of the damage) to substantially the same condition as immediately prior to such damage or Lessee pursuant destruction, and the Rent and Additional Rent or a just and proportionate part thereof, according to Tenant's ability to utilize the foregoing provisionsPremises in its damaged condition, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowuntil the Premises shall have been repaired and restored by Landlord.

Damage or Destruction. Except as provided below, in the event of fire or other damage to the Improvements, Lessee shall take all steps necessary to ensure the repair of such damage and the restoration of the Improvements to their condition immediately prior to the damage. All such repairs and restoration shall be completed as promptly as possible. Lessee shall also promptly take all steps necessary to ensure that the Leased Premises are safe and that the damaged Improvements do not constitute a danger to persons or property. If Xxxxxx, using reasonable judgment and relying on professional estimates, determines either (a) In the event of a total destruction of the Building and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), full repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effectrestoration is physically impossible, except that rent shall be abated in accordance with Paragraph 20(d) below. or (b) In that the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five available insurance proceeds will pay for less than eighty percent (25%) but less than seventy-five percent (7580%) of the replacement cost thereofof repair and restoration (provided Lessee has fulfilled all the hazard insurance requirements set forth in section 9.4 above), or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or then Lessee may terminate this Lease by giving written notice of termination to the other within thirty Lessor given not later than sixty (3060) days after the casualtyevent that caused the damage. FurthermoreHowever, if such casualty is from a cause which is termination shall not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect effective until forty-five (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (3045) days after the casualtydate upon which the notice is received by Lessor. During this 45-day period Lessor may seek an adjustment from the insurer so as to increase the available insurance proceeds to an amount covering at least 80 percent of the cost of repair and restoration. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisionssuccessful in securing such adjustment, Lessor shall complete may render Xxxxxx’s termination notice null and void by written notice to Lessee within such 45-day period. If Lessor fails to nullify the repairs termination notice in a diligent manner and this way, then this Lease shall continue in full force terminate at the expiration of the 45- day period, and effect, except that Monthly Base Rent any insurance proceeds payable to Lessee on account of such damage shall be abated in accordance with Paragraph 20(dpaid as provided below. The insurance proceeds shall be paid first to cover any expenses of collecting the proceeds. Remaining proceeds shall be paid to the Lessee (or its Permitted Mortgagee to the extent required by the Permitted Mortgage) up to the then applicable Lessor’s Purchase Option Price (as of immediately prior to the damage) calculated according to the provisions of Article 10 below. The balance of such proceeds, if any, shall be paid to Lessor.

Damage or Destruction. (a) In the event of a total any damage or destruction too the Premises by fire or other cause during the term hereof, the following provisions shall apply: a. If the Building is damaged by fire or any other cause to such extent that the cost of restoration, as reasonably estimated by Landlord, will equal or exceed fifty percent (50%) of the replacement value of the Building and Improvements during (exclusive of foundations) just prior to the Term from any causeoccurrence of the damage, either party may elect then Landlord may, no later than the sixtieth (60th) day following the damage, give Tenant written notice of Landlord’s election to terminate this Lease by giving Lease. b. If the Premises are not suitable as a result of said damage for the purposes for which they are demised hereunder or if, in the reasonable opinion of Tenant, restoration cannot be completed within one hundred eighty (180) days following the casualty, then Tenant may, no later than the sixtieth (60th) day following the damage, give Landlord a written notice of termination election to terminate this Lease. c. If during the last year of the Initial Term or Option Term (unless in the case of the Initial Term or first Option Term this Lease has been, or is within twenty (20) days after the date of damage, extended for the next Option Term) the Building shall be destroyed or so damaged by fire or other insured casualty as to render more than fifty percent (50%) thereof untenantable, either Landlord or Tenant may, at its option, by written notice to the other party given within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) such damage or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseedestruction, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within effective a date not more than thirty (30) days after the casualty. Furthermore, if date of such casualty is from a cause which is not required notice. d. If the cost of restoration as reasonably estimated by Landlord shall amount to be insured under Lessor’s special form property insuranceless than fifty percent (50%) of said replacement value of the Building, or is not insured under any other property insurance carried by Lessorif, or if despite the proceeds of insurance received by Lessor when added cost, neither Landlord nor Tenant elects to the applicable deductible are not sufficient to repair and terminate this Lease, Landlord shall restore the Building and Improvementsthe Premises with reasonable promptness, Lessor may elect (1) subject to repair delays beyond Landlord’s control and restore delays in the Building and Improvements (provided that Lessee has making of insurance adjustments by Landlord. Landlord shall not elected be responsible for restoring or repairing leasehold improvements of the Tenant, except to the extent recovered insurance proceeds are sufficient to do so. e. In the event any of the elections to terminate this Lease pursuant to the first sentence of this Paragraph 20(b))are appropriately exercised, or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made deemed to terminate on the date of the receipt of the notice of election and written notice thereof all rents shall be given paid up to Lessee within thirty (30) days after that date. Tenant shall have no claim against Landlord for the casualty. If value of any unexpired term of this Lease is not terminated by Lessor or Lessee pursuant Lease. f. In any case where damage to the foregoing provisionsBuilding shall materially affect the Premises so as to render them unsuitable in whole or in part for the purposes for which they are demised hereunder, Lessor shall complete then, unless such destruction was wholly or partially caused by the repairs in gross negligence of Tenant, its employees, contractors or licensees, a diligent manner and this Lease shall continue in full force and effect, except that Monthly portion of the Base Rent and Additional Rent based upon the amount of the extent which the Premises is rendered unsuitable shall be abated until repaired or restored. If the destruction or damage was wholly or partially caused by gross negligence of Tenant as aforesaid and if Landlord shall elect to rebuild, the Base Rent and additional rent shall not xxxxx and the Tenant shall remain liable for the same; provided, however, Tenant shall receive a credit for any proceeds of rent loss insurance actually paid to Landlord, less the reasonable cost and expenses, including, without limitation, reasonable attorneys fees, incurred by Landlord in accordance with Paragraph 20(d) belowcollecting the same. g. Tenant will reimburse Landlord for the portion of any loss which is deductible under Landlord’s policy of casualty insurance (up to the maximum deductible under such policy provided for in this Lease), which amount shall not exceed $5,000, unless such loss is the result of Landlord’s gross negligence or willful acts or omissions.

Damage or Destruction. (a) 23.1 In the event of a total partial destruction of by fire or other perils covered by extended coverage insurance of: (i) any Building (except the New Whole Building and Improvements during the Term from any causeNew Multiple Tenant Building, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose but only if the Building and Improvements are destroyed to the extent of seventyExpansion Space is added), not exceeding thirty-five percent (7535%) or more of the replacement cost full insurable value thereof. If , or (ii) the New Whole Building and Improvements are destroyed to (or the extent of seventy-five New Multiple Tenant Building, but only if the Expansion Space is added), not exceeding fifty percent (7550%) or more of the full insurable value thereof, and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount the damage thereto is such that the affected Building may be repaired, reconstructed or restored within a period of eight (less 8) months from the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as date of the Commencement Date happening of this Lease in a diligent manner such casualty, Landlord shall commence and proceed diligently with the work of repair, reconstruction and restoration of the affected Building, and this Lease shall continue in full force and effect. Notwithstanding the foregoing, except that rent and although Landlord’s and Tenant’s repair obligations are absolute and are not conditioned upon either of them receiving insurance proceeds sufficient to cover the cost of their repairs, Landlord and Tenant shall be abated in accordance with Paragraph 20(d) below. (b) In each have the event right to postpone commencement of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within their respective repair obligations for a period not longer than two (2) months in the case of one hundred eighty Landlord and a period not longer than three (1803) days months in the case of Tenant, from the date of such casualtydestruction to attempt to settle with their respective insurance carriers and obtain the funds for restoration. 23.2 In the event of any damage to or destruction of any Building and/or the Project other than as described in Section 23.1, either Lessor Landlord may elect to repair, reconstruct and restore those buildings or Lessee may terminate this Lease by giving written notice of termination to the other Project, as applicable within thirty ninety (3090) days after the casualty. Furthermoreof such event, if such casualty is from a cause in which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and case this Lease shall continue in full force and effecteffect and Landlord shall provide Tenant with an independent engineer’s letter stating the estimated time for restoration. If Landlord elects not to repair, except then this Lease shall terminate (for the affected Building) as of the date of such damage or destruction. If Landlord terminates this Lease for the New Whole Building (or if the Expansion Space is added, then also the New Multiple Tenant Building) then Tenant may terminate this Lease for all of the Premises, provided that Monthly Base after Landlord’s termination Tenant’s remaining rentable square foot occupancy in the Premises not affected by the damage or destruction is less than fifty percent (50%) of the rentable square feet comprising the Premises on the Term Commencement Date. To the extent that this Lease terminates in whole or in part, Rent shall be reduced accordingly. 23.3 Landlord shall give written notice to Tenant of its election to exercise its right not to repair, reconstruct or restore any of the Buildings within sixty (60) days following the date of damage or destruction referred to in Section 23.2, and Tenant shall give Landlord written notice of its election to exercise its termination option reserved to Tenant with respect to the remaining Premises not damaged or destroyed under said Section 23.2 within thirty (30) days after receipt of Landlord’s termination notice. 23.4 Upon any partial or total termination of this Lease under the provisions of this Article 23, the parties shall be released for all or the portion of the Premises and this Lease affected thereby without further obligation to the other from the date possession of all or the portion of the Premises is surrendered to the Landlord, except with regard to (a) items occurring prior to the damage or destruction and (b) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 23.5 In the event of repair, reconstruction and restoration as provided in this Article 23, all Rent to be paid by Tenant under this Lease shall be abated proportionately based on the extent to which Tenant’s use of the Premises is impaired during the period of such repair, reconstruction or restoration, unless (i) Tenant is no longer in accordance occupancy of the Premises as defined in the Old Lease (as modified by the Thirteenth Amendment) and (ii) Landlord provides Tenant with Paragraph 20(dother space during the period of repair that, in Tenant’s reasonable opinion, is suitable for the temporary conduct of Tenant’s business. 23.6 Notwithstanding anything to the contrary contained in this Article 23, should Landlord or Tenant, as the case may be, be delayed or prevented from completing the repair, reconstruction or restoration of the damage or destruction by Force Majeure, then the time for Landlord or Tenant, as the case may be, to commence or complete repairs shall be extended on a day-for-day basis. Tenant shall be released from any obligations under this Lease (except with regard to those provisions that, by their express terms, survive the expiration or earlier termination hereof) belowif, on the date that is fourteen (14) months after the date of damage or destruction, the repair, reconstruction or restoration required to be performed by Landlord or Tenant to provide Tenant use of the Premises is not then Substantially Completed. 23.7 If Landlord is obligated to or elects to repair, reconstruct or restore as herein provided, then Landlord shall be obligated to make such repair, reconstruction or restoration only with regard to those portions of the Premises, the Buildings or the Project that were constructed by Landlord and the repair, reconstruction or restoration of improvements constructed by Tenant shall remain the obligation of Tenant. 23.8 Notwithstanding anything to the contrary contained in this Article 23, neither Landlord nor Tenant shall have any obligation whatsoever to repair, reconstruct or restore their respective portions of the Premises if the damage resulting from any casualty covered under this Article 23 occurs during the last twelve (12) months of the Term or any extension hereof. 23.9 If, at the time of any damage or destruction affecting any Premises, this Lease has already terminated as it applies to the affected Premises, then neither Landlord nor Tenant shall have any rights or obligations regarding such affected Premises, except for those provisions and indemnities that survive termination of the Lease.

Damage or Destruction. (a) In the event of a total destruction during the lease term from any cause, of (1) the Building and Improvements, or (2) the Building and Improvements referred to as Building #6, 1360 O’Brien Drive, Menlo Park, California (the “1360 O’Brien Drive Premises”) during the Term from any causeterm of Lessee’s Lease of said Premises, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and the Improvements which are the subject of this Lease or the Building and Improvements consisting of the 1360 O’Brien Drive Premises are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the Building Premises and Improvements to substantially the condition existing as of the Commencement Date of this Lease 1360 O’Brien Drive Premises (if applicable) in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Base Rent and Additional Rent of the Premises which are the subject of this Lease shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of or the Property Premises to an extent not exceeding fifty percent (50%) of the replacement cost thereof and if the damage thereto can be repaired, reconstructed, or restored within a period of one hundred twenty (120) days from the date of such casualty, and if the casualty is from a cause which is insured under Lessor’s “all risk” property insurance, or is insured under any other coverage then carried by Lessor, Lessor shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d) below. If any of the foregoing conditions is not met, Lessor shall have the option of either repairing and restoring the Building and Improvements, or terminating this Lease by giving written notice of termination to Lessee within thirty (30) days after the casualty, subject to the provisions of Paragraph 20(c). Notwithstanding the foregoing, Lessor shall not have the right to terminate this Lease if the cost to repair the damage to the Building or to restore the Premises would cost less than five percent (5%) of the replacement cost of the Building, regardless of whether or not the casualty is insured. Notwithstanding the foregoing, if the casualty is uninsured, the cost to restore the Premises exceeds five percent (5%) of the replacement cost, and Lessor elects to terminate this Lease, Lessee may nullify the effect of such termination by giving Lessor written notice within ten (10) days after receipt by Lessee of Lessor’s notice of termination that Lessee elects to restore the Premises at Lessee’s sole cost, in which event this Lease shall remain in effect, provided that Rent abatement shall not extend beyond the date that the restoration is completed, or one hundred twenty (120) days after the casualty, whichever occurs first. (c) In the event of a partial destruction of the Building and Improvements to an extent equal to or exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any the damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualtycasualty plus the period of any force majeure delays, either Lessor or Lessee may terminate this Lease effective as of the date of the casualty by giving written notice of termination to the other Lessor within thirty (30) days after the casualty. The foregoing shall not affect Lessor’s termination rights under subparagraph (b) above. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form “all risk” property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b20(c)), or (2) to Lessor may terminate this Lease effective as of the date of the casualty by giving written notice of termination to Lessee, subject to the limitations of Paragraph 20(b). Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease Lease, shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If Notwithstanding the foregoing, (1) if Lessor has not obtained all necessary governmental permits for the restoration and commenced construction of the restoration within one hundred twenty (120) days after the casualty, Lessee may terminate this Lease is not terminated by written notice to Lessor or Lessee pursuant given at any time prior to the foregoing provisionsactual commencement of construction of the restoration; or (2) if Lessor elects to repair and restore the Building and Improvements under subparagraph (b) or (c) above, Lessor shall complete but the repairs in a diligent manner and restoration are not substantially completed within one hundred eighty (180) days after the casualty, Lessee may terminate this Lease shall continue by written notice to Lessor given within thirty (30) days after the expiration of said period of one hundred eighty (180) days after the casualty. (d) Subject to the limitation in full force Paragraph 20(b) above which applies if Lessee elects to restore the Building and effectImprovements at Lessee’s expense, except that in the event of repair, reconstruction, or restoration as provided herein, the Monthly Base Rent and Additional Rent shall be abated proportionally in accordance the ratio which the Lessee’s use of the Premises is impaired during the period of such repair, reconstruction, or restoration, from the date of the casualty until such repair, reconstruction or restoration is completed. (e) With respect to any destruction of the Building and Improvements which Lessor is obligated to repair, or may elect to repair, under the terms of this Paragraph 20, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor’s obligation to repair and restore the Building and Improvements shall include the Tenant Improvement Work referred to in Paragraph 13. Lessor shall also repair and restore any other leasehold improvements constructed thereafter by Lessor, or by Lessee with Lessor’s prior written consent. Lessor’s time for completion of the repairs and restoration of the Building and Improvements referred to above shall be extended by a period equal to any delays (“force majeure delays”) caused by strikes, labor disputes, unavailability of materials, inclement weather, or acts of God. (f) In the event of termination of this Lease pursuant to any of the provisions of this Paragraph 20(d) below20, the Monthly Base Rent and Additional Rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the Building and Improvements, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee’s obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 20.

Damage or Destruction. (a) In the event of a total destruction of Building #18 and the Building and Improvements during the Term lease term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements #18 or the Premises are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the Building and Improvements to substantially #18 or the condition existing as of the Commencement Date of this Lease Premises in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Rent and Additional Rent shall be abated in accordance with Paragraph 20(d21(d) below. (b) In the event of a partial destruction of Building #18, the Building and Improvements Improvements, or the Premises which are the subject of the Property this Lease to an extent not exceeding seventy-five percent (75%) of the replacement cost thereof and if the damage thereto can be repaired, reconstructed, or restored within a period of two hundred seventy (270) days from the date of such casualty, and if the casualty is from a cause which is insured under Lessor’s “all risk” property insurance, or is insured under any other coverage then carried by Lessor, Lessor shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Rent and Additional Rent shall be abated in accordance with Paragraph 21(d) below. If any of the foregoing conditions is not met, Lessor shall have the option of either repairing and restoring the Building #18 and the Improvements or the Premises, or terminating this Lease by giving written notice of termination to Lessee within thirty (30) days after the casualty, subject to the provisions of Paragraph 21(c). Notwithstanding anything to the contrary contained in this Paragraph 21, Lessor shall not have the right to terminate this Lease if the cost to repair the damage to the Building #18 or to restore the Building #18 or the Premises would cost less than five percent (5%) of the replacement cost of the Building #18, regardless of whether or not the casualty is insured. Notwithstanding anything to the contrary contained in this Paragraph 21, if the cost to restore the Premises damaged exceeds five percent (5%) of the replacement cost, and Lessor elects to terminate this Lease, Lessee may nullify the effect of such termination by giving Lessor written notice within ten (10) days after receipt by Lessee of Lessor’s notice of termination that Lessee elects to restore the Premises damaged at Lessee’s sole cost (to the extent the costs exceed Lessor’s insurance proceeds), in which event this Lease shall remain in effect, provided that rent abatement shall not extend beyond the date that the restoration is completed, or two hundred seventy (270) days after the casualty, whichever occurs first. (c) In the event of a partial destruction of Building #18, the Improvements or the Premises, to an extent equal to or exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any the damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty twenty (180120) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other Lessor within thirty (30) days after the casualty. The foregoing shall not affect Lessor’s termination rights under subparagraph (b) above. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form “all risk” property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient may elect to repair and restore the Building building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements related improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b21(c)), or (2) to Lessor may terminate this Lease by giving written notice of termination to Lessee, subject to the limitations of Paragraph 21(b). Lessor’s election to repair and restore the Building building and Improvements related improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. Notwithstanding the foregoing, (1) if Lessor has not obtained all necessary governmental permits for the restoration and commenced construction of the restoration within one hundred twenty (120) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given at any time prior to the actual commencement of construction of the restoration; or (2) if Lessor elects to repair and restore the building and related improvements under subparagraph (b) or (c) above, but the repairs and restoration are not substantially completed within one hundred eighty (180) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given within thirty (30) days after the expiration of said period of one hundred eighty (180) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d21(d) below. (d) Subject to the limitation in Paragraph 21(b) above which applies if Lessee elects to restore the Building #18 or the Premises at Lessee’s expense, in the event of repair, reconstruction, or restoration as provided herein, the Monthly Rent and Additional Rent shall be abated proportionally in the ratio which the Lessee’s use of the Premises is impaired during the period of such repair, reconstruction, or restoration, from the date of the casualty until such repair, reconstruction or restoration is completed. (e) With respect to any destruction of the Premises which Lessor is obligated to repair, or may elect to repair, under the terms of this Paragraph 21, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor’s obligation to repair and restore such premises shall include the tenant improvement work referred to in Paragraph 13. Lessor shall also repair and restore any other leasehold improvements constructed thereafter by Lessor or by Lessee with Lessor’s prior written consent. Lessor’s time for completion of the repairs and restoration of the Premises referred to above shall be extended by a period equal to any delays caused by strikes, labor disputes, unavailability of materials, inclement weather, or acts of God, but not by more than forty-five (45) days. (f) In the event of termination of this Lease pursuant to any of the provisions of this Paragraph 21, the Monthly Rent and Additional Rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the Building #18, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee’s obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 21.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements during the Term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five Damages which render fifty percent (7550%) or more of the replacement cost thereof. If square-foot area of the Building and Improvements are destroyed to building(s) of the extent Leased Premises unfit for the purpose of seventy-five Lessee’s business shall be considered Substantial Destruction, Damages which render less than fifty percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) below. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (2550%) but less more than seventy-five thirty percent (7530%) of the replacement square-foot area of the building(s) of the Leased Premises unfit for the purpose of Lessee’s business shall be considered a Substantial Destruction subject to special treatment. Damages, which render thirty percent (30%), or less of the square-foot area of the building(s) of the Leased Premises unfit for the purpose of Lessee’s business shall be considered a Partial Destruction. If, during the term of this Lease Agreement, or any extension thereof, the Leased Premises shall be substantially destroyed (“Substantial Destruction”) by fire, the elements, or any other cause, this Lease Agreement, at the option of Lessor or Lessee and upon written notice delivered by the terminating party to the other party within ten (10) business days after the date of said destruction, shall thereupon cease and terminate, and each party shall be released from further obligation thereunder, and Lessor shall refund to Lessee any portion of the rent paid in advance and not earned at the time of said destruction; provided however, that should Lessor elect to terminate this Lease Agreement and/or not repair damages to Leased Premises, caused by a Substantial Destruction of less than fifty percent (50%) but more than thirty percent (30%) as defined above, Lessee shall have the option of making such repairs and paying the cost thereof, or if any damage thereto cannot any, in excess of the insurance proceeds, and such action by Lessee shall negate the option otherwise available to Lessor to terminate this Lease Agreement and Lessee shall be repaired, reconstructed, or restored within entitled to a rent deduction during the period of restoration pursuant to Partial Destruction provisions described below; and in addition, Lessee shall be entitled to a credit against future rent beginning with the first month following said restoration in an amount equal to Lessee’s cost of repairs plus ten percent (10%) of the cost of such repairs. If neither party elects to terminate this Lease Agreement pursuant to the foregoing, Lessor shall be deemed to have elected to restore the Leased Premises substantially to their condition before such Substantial Destruction, Lessor shall commence the restoration within thirty (30) calendar days and complete said restoration within one hundred eighty twenty (180120) calendar days from the date of such casualtySubstantial Destruction. If however, either Lessor or Lessee may terminate during the term of this Lease Agreement, or any extension thereof, the premises shall be partially destroyed (“Partial Destruction”) by giving written notice fire, the elements, or any other cause, then the Lessor shall repair the Leased Premises at Lessor’s expense as rapidly as possible, but the elapsed time shall not exceed one hundred twenty (120) calendar days from the date of termination such Partial Destruction, and Lessee shall be entitled to a reduction of rent, in proportion’s to the other within thirty (30) days after area of the casualty. FurthermoreLeased Premises rendered unfit for occupancy, if such casualty is from a cause which is not required until the Leased Premises are restored to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowtheir condition before said destruction.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements during the Term lease term from any cause, either party may elect to terminate this Lease effective as of the date of the casualty by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventysixty-five percent (7565%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d20(f) below. (b) Subject to Paragraph 20(d), in the event of a partial destruction of the Building and Improvements to an extent less than sixty-five percent (65%) of the replacement cost thereof and if the damage thereto can be repaired, reconstructed, or restored within a period of two hundred ten (210) days from the date of such casualty, and if the casualty is from a cause which is insured (or required to be insured) under Lessor’s “all risk” property insurance, or is insured under any other coverage then carried by Lessor, Lessor shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(f) below. If any of the foregoing conditions is not met, Lessor shall have the option of either repairing and restoring the Building and Improvements, or terminating this Lease effective as of the date of the casualty by giving written notice of termination to Lessee within thirty (30) days after the casualty, subject to the provisions of Paragraph 20(c). Notwithstanding anything to the contrary contained in this Paragraph 20, except as set forth in Paragraph 20(d), Lessor shall not have the right to terminate this Lease if the cost to repair the damage to the Building and Improvements would cost less than five percent (5%) of the replacement cost of the Building and Improvements, regardless of whether or not the casualty is insured. Notwithstanding anything to the contrary contained in this Paragraph 20, if the cost to repair the damage to the Building and Improvements exceeds five percent (5%) of the replacement cost of the Building and Improvements, and Lessor elects to terminate this Lease, Lessee may nullify the effect of such termination by giving Lessor written notice within ten (10) days after receipt by Lessee of Lessor’s notice of termination that Lessee elects to repair the damage to the Building and Improvements at Lessee’s sole cost (to the extent the costs exceed the proceeds received by Lessor from Lessor’s property insurance), in which event this Lease shall remain in effect, provided that Rent abatement shall not extend beyond the date that the restoration is substantially completed. (c) In the event of a partial destruction of the Building and Improvements of the Property to an extent equal to or exceeding twenty-five percent (25%) ), but less than seventysixty-five percent (7565%) of the replacement cost thereof, or if any in the event the damage thereto cannot be repaired, reconstructed, or restored within a period of one two hundred eighty ten (180210) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other Lessor within thirty (30) days after the casualty. The foregoing shall not affect Lessor’s termination rights under subparagraph (b) above. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form “all risk” property insurance, or is not required by this Lease to be insured under any other property insurance carried by Lessor or required hereunder to be carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b20(c)), or (2) to Lessor may terminate this Lease effective as of the date of the casualty by giving written notice of termination to Lessee, subject to the limitations of Paragraph 20(b). Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease Lease, shall be made and written notice thereof shall be given to Lessee within forty-five (45) days after the casualty. Notwithstanding the foregoing, (1) if Lessor has not obtained all necessary governmental permits for the restoration and commenced construction of the restoration within one hundred twenty (120) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given at any time prior to the actual commencement of construction of the restoration; or (2) if Lessor elects to repair and restore the Building and Improvements under subparagraph (b) or (c) above, but the repairs and restoration are not substantially completed within two hundred ten (210) days after the casualty plus the period of any delays in the completion of the repairs and restoration caused by strikes, labor disputes, unavailability of materials, inclement weather, or acts of God (“force majeure delays”), Lessee may terminate this Lease by written notice to Lessor given within thirty (30) days after the expiration of said period of two hundred ten (210) days after the casualty (plus the period of any force majeure delays, but not by more than sixty (60) additional days), provided that the repairs and restoration have not been substantially completed prior to the receipt of such notice by Lessor. (d) Notwithstanding anything to the contrary contained in this Paragraph 20, if at any time during the last twelve (12) months of the initial term of this Lease or at any time during the last twelve (12) months of the option period, if exercised, there is damage to the Building and Improvements for which the cost to repair exceeds five percent (5%) of the replacement cost of the Building and Improvements, whether or not an insured loss, Lessor may, at Lessor’s option, terminate this Lease effective sixty (60) days following the date of occurrence of such damage by giving written notice to Lessee of Lessor’s election to do so within fifteen (15) days after the date of such damage. Provided, however, that if Lessor elects to terminate this Lease and Lessee is not then in default hereunder and provided further that the partial destruction of the Building and Improvements is to an extent less than sixty-five percent (65%) of the replacement cost thereof and the damage can be repaired, reconstructed, or restored within a period of two hundred ten (210) days following the date of the casualty, then Lessee may negate Lessor’s election to terminate this Lease by (1) exercising such option within ten (10) days after receipt of Lessor’s termination notice (but not later than the date on which such option expires), and (2) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs. Subject to the foregoing conditions, if Lessee duly exercise such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor’s expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option prior to the expiration date of the option and provide such funds or assurance during such period, or if either of the foregoing conditions with respect to the extent of the destruction or the restoration period is not satisfied, then this Lease shall terminate as of the date set forth in the first sentence of this subparagraph (d). (e) If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d20(f) below. (f) Subject to the limitation in the last sentence of Paragraph 20(b) above in the event of repair, reconstruction, or restoration as provided herein, the Monthly Base Rent and Additional Rent shall be abated proportionally in the ratio which the Lessee’s use of the Premises is impaired during the period of such repair, reconstruction, or restoration, from the date of the casualty until such repair, reconstruction or restoration is completed. (g) With respect to any destruction of the Building and Improvements which Lessor is obligated to repair, or may elect to repair, under the terms of this Paragraph 20, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor’s obligation to repair and restore the Building and Improvements shall include the Tenant Improvement Work referred to in Paragraph 13(a). Lessor shall also repair and restore any other leasehold improvements constructed thereafter by Lessor, or by Lessee with Lessor’s prior written consent. Lessor’s time for completion of the repairs and restoration of the Building and Improvements referred to above shall be extended by a period equal to any delays caused by strikes, labor disputes, unavailability of materials, inclement weather, or acts of God, but not by more than forty-five (45) days. (h) In the event of termination of this Lease pursuant to any of the provisions of this Paragraph 20, the Monthly Base Rent and Additional Rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the Building and Improvements, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee’s obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 20, and except in the event of termination of this Lease by either party in which case Lessee shall be relieved of its obligations under this Lease that accrue from and after the date of such termination, except for obligations which survive the expiration or termination of this Lease by the express provisions hereof.

Damage or Destruction. (a) Tenant shall give prompt notice to Landlord of any damage by fire or other casualty to the Premises or any portion thereof. In the event of that the Premises, or any part thereof, or access thereto, shall be so damaged or destroyed by fire or other insured casualty (a total destruction "CASUALTY") that the Tenant shall not have reasonably convenient access to the Premises or any portion of the Building Premises shall thereby be otherwise rendered unfit for use and Improvements during occupancy by the Term from any causeTenant for the purposes set forth in Section 7.01, and if in the judgment of the Landlord the damage or destruction may be repaired within one hundred and eighty (180) days with available insurance proceeds, then the Landlord shall so notify the Tenant within sixty (60) days after the occurrence of the damage or destruction (the "NOTICE PERIOD") and shall repair such damage or destruction (except damage or destruction to Tenant's Property or Tenant's Alterations) with reasonable diligence. In the event that the Landlord shall not complete such repairs within one hundred and eighty (180) days after the elapse of the 15 <PAGE> Notice Period, then the Tenant shall have the right to terminate the term of this lease by giving written notice of such termination to the Landlord within twenty (20) days after the end of such one hundred and eighty (180) day period; provided, however, that in the event that the completion of repairs shall be delayed by causes beyond the Landlord's control, including those events described in Section 16.11 hereof, the time for completion shall be extended by the period of such delay. If in the judgment of the Landlord the Premises, or means of access thereto, cannot be repaired within one hundred and eighty twenty (180) days after the elapse of the Notice Period with available insurance proceeds and the Landlord does not deliver the Tenant notice of its decision to repair such damage within sixty (60) days after the occurrence of the Casualty, then either party may elect shall have the right to terminate the term of this Lease by giving written notice of such termination to the other party within thirty the period of sixty (3060) to seventy-five (75) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more occurrence of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent shall be abated in accordance with Paragraph 20(d) belowCasualty. (b) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if any damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) below.

Damage or Destruction. (a) Section 12.1 In the event case of a total damage to or destruction of the Building and Improvements during the Term from any causeLeased Premises, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lessee, Lessor shall, except as provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible)below, repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue remain in full force and effect. Landlord shall repair and restore the Landlord Improvements and Tenant Improvements (but not any of Tenant's furnishings, except that equipment or trade fixtures, for which Tenant shall be responsible). Landlord shall reasonably and in good faith allocate the insurance proceeds between the reconstruction costs of the Landlord Improvements and Tenant Improvements. Tenant shall pay to Landlord, as Additional Rent, the amount of any deductible, and the amount of any shortfall in insurance proceeds. Notwithstanding any such damage or destruction, Tenant shall remain liable for the payment of all Basic Rent and Additional Rent payable pursuant to the terms of this Lease; to the extent of rent insurance, and Basic Rent shall otherwise be abated in accordance with Paragraph 20(d) belowproportion to the amount of space in the Demised Premises that is damaged until repairs are completed. Section 12.2 If (ba) In the event of a partial destruction of the Building and Improvements of the Property to an extent exceeding twenty-five either (i) more than fifty percent (25%) but less than seventy-five percent (7550%) of the replacement cost thereofBuilding is destroyed by fire or other casualty, or if any damage thereto (ii) an area of the Building which is critical to Tenant's operation, and used for a specialized purpose, but does not consist of general office space, conference rooms, cafeteria, bathrooms, corridors, secretarial stations or other non-critical areas, is destroyed by fire or other casualty, causing a cessation of Tenant's business, and cannot be repairedrebuilt within two hundred seventy (270) days, reconstructed(b) at the time of the fire or other casualty, or restored there are less than three (3) years remaining in the Term, as extended by any Renewal Terms for which Tenant has already exercised a Renewal Option, and (c) Tenant does not, within a period of one hundred eighty forty-five (18045) days from after such fire or other casualty exercise its next Renewal Option, then either Tenant or Landlord may, at such 20 20 party's option, terminate this Lease by notice to the other within forty-five (45) days after such fire or other casualty. Upon such termination, the Basic Rent and Additional Rent shall be apportioned as of the date of such casualtydamage or destruction, either Lessor Tenant shall vacate and surrender possession of the Demised Premises, and neither party shall have any further rights or Lessee may terminate this Lease by giving written notice of obligations hereunder except those which are specifically stated to survive a termination to the other within thirty (30) days after the casualty. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b)), or (2) to terminate this Lease by giving written notice of termination to Lessee. Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent shall be abated in accordance with Paragraph 20(d) belowhereof.

Damage or Destruction. (a) In the event of a total destruction of the Building and Improvements during the Term lease term from any cause, either party may elect to terminate this Lease by giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If the Building and Improvements are destroyed to the extent of seventy-five percent (75%) or more and this Lease is not terminated by either Lessor or Lesseeterminated, Lessor shall, provided that Lessor receives insurance proceeds in at least said amount (less the applicable deductible), shall repair and restore the Building and Improvements to substantially the condition existing as of the Commencement Date of this Lease in a diligent manner and this Lease shall continue in full force and effect, except that rent Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d19(f) below. (b) Subject to Paragraph 19(d), in the event of a partial destruction of the Building and Improvements, which materially affects the Premises, to an extent less than seventy-five percent (75%) of the replacement cost thereof and if the damage thereto can be repaired, reconstructed, or restored within a period of two hundred seventy (270) days from the date of such casualty, and if the casualty is from a cause which is insured under Lessor’s “all risk” property insurance, or is insured under any other coverage then carried by Lessor, Lessor shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 19(f) below. If any of the foregoing conditions is not met, Lessor shall have the option of either repairing and restoring the Building and Improvements, or terminating this Lease by giving written notice of termination to Lessee within thirty (30) days after the casualty, subject to the provisions of Paragraph 19(c). Notwithstanding anything to the contrary contained in this Paragraph 19, except as set forth in Paragraph 19(d), Lessor shall not have the right to terminate this Lease if the cost to repair the damage to the Premises is less than five percent (5%) of the replacement cost of the Premises, regardless of whether or not the casualty is insured. Notwithstanding anything to the contrary contained in this Paragraph 19, if the cost to repair the damage to the Premises exceeds five percent (5%) of the replacement cost of the Premises, and Lessor elects to terminate this Lease, Lessee may nullify the effect of such termination by giving Lessor written notice within ten (10) days after receipt by Lessee of Lessor’s notice of termination that Lessee elects to repair the damage to the Premises at Lessee’s sole cost (to the extent the costs exceed the insurance proceeds received by Lessor), in which event this Lease shall remain in effect, provided that Rent abatement shall not extend beyond the date that the restoration is completed, or two hundred seventy (270) days after the casualty, whichever occurs first. (c) In the event of a partial destruction of the Building and Improvements of the Property Premises to an extent equal to or exceeding twenty-five percent (25%) ), but less than seventy-five percent (75%) of the replacement cost thereof, or if any the damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred eighty (180) days from the date of such casualty, either Lessor or Lessee may terminate this Lease by giving written notice of termination to the other Lessor within thirty (30) days after the casualty. The foregoing shall not affect Lessor’s termination rights under subparagraph (b) above. Furthermore, if such casualty is from a cause which is not required to be insured under Lessor’s special form “all risk” property insurance, or is not insured under any other property insurance carried by Lessor, or if the proceeds of insurance received by Lessor when added to the applicable deductible are not sufficient may elect to repair and restore the Building and Improvements, Lessor may elect (1) to repair and restore the Building and Improvements Premises (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(b19(c)), or (2) to Lessor may terminate this Lease by giving written notice of termination to Lessee, subject to the limitations of Paragraph 19(b). Lessor’s election to repair and restore the Building and Improvements Premises or to terminate this Lease Lease, shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. Notwithstanding the foregoing, (1) if Lessor has not obtained all necessary governmental permits for the restoration and commenced construction of the restoration within one hundred twenty (120) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given at any time prior to the actual commencement of construction of the restoration; or (2) if Lessor elects to repair and restore the Premises under subparagraph (b) or (c) above, but the repairs and restoration are not substantially completed within one hundred eighty (180) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given within thirty (30) days after the expiration of said period of one hundred eighty (180) days after the casualty. (d) Notwithstanding anything to the contrary contained in this Paragraph 19, if at any time during the last six (6) months of the term of this Lease there is damage to the Premises for which the cost to repair exceeds four (4) months’ Monthly Base Rent , whether or not an insured loss, Lessor may, at Lessor’s option, terminate this Lease effective sixty (60) days following the date of occurrence of such damage by giving written notice to Lessee of Lessor’s election to do so within fifteen (15) days after the date of such damage. (e) If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(d19(f) below. (f) Subject to the limitation in Paragraph 19(b) above which applies if Lessee elects to restore the Premises at Lessee’s expense, in the event of repair, reconstruction, or restoration as provided herein, the Monthly Base Rent and Additional Rent shall be abated proportionally in the ratio which the Lessee’s use of the Premises is impaired during the period of such repair, reconstruction, or restoration, from the date of the casualty until such repair, reconstruction or restoration is substantially completed. (g) With respect to any destruction of the Building and Improvements which Lessor is obligated to repair, or may elect to repair, under the terms of this Paragraph 19, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor’s obligation to repair and restore the Building and Improvements shall include Lessor’s Tenant Improvement Work referred to in Paragraph 12. Lessor shall also repair and restore any other leasehold improvements constructed thereafter by Lessor, or by Lessee with Lessor’s prior written consent. Lessor’s time for completion of the repairs and restoration of the Building and Improvements referred to above shall be extended by a period equal to any delays caused by strikes, labor disputes, unavailability of materials, inclement weather, or acts of God, but not by more than forty-five (45) days. (h) In the event of termination of this Lease pursuant to any of the provisions of this Paragraph 19, the Monthly Base Rent and Additional Rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the Building and Improvements, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee’s obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 19.