Common use of Damage Clause in Contracts

Damage. In the event of any material damage to or destruction of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Date.

Damage. If, prior to the Closing Date, all or any part of the Improvements are substantially damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice to Seller given within thirty (30) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Subject Property. In the event of any material damage to or destruction of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Exxxxxx Money shall be returned to Purchaser and thereafter neither party will have any further obligations under this Agreement (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination), that Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to evidence such termination shall otherwise be as including, without limitation, a quit claim deed. If Purchaser fails to elect to terminate this Agreement (in the manner provided in this Section 11) despite such damage, or if the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, Improvements are damaged but not be limited tosubstantially, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make promptly commence to repair such damage or destruction and to return the election set forth in clause (z) above on or damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the date that Closing Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller is ten (10) business days diligently proceeding to repair, then Seller shall complete the repair after Seller obtains knowledge the Closing Date and shall be entitled to receive the proceeds of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (all insurance related to such date, the “Uninsured Loss Determination Date”)damage; provided, however, that if Purchaser shall have the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect right to extend delay the Closing Date until repair is completed. For purposes of this Section 11, the date phrase “substantially damaged” means damage that is five gives rise to the ability of the Tenant(s) leasing at least fifty percent (550%) business days after of the Uninsured Loss Determination Date occurs provided Seller delivers written notice rentable square feet in the Subject Property (in the aggregate) to Purchaser terminate such Tenants’ Lease(s) pursuant to the terms and conditions of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing DateLease(s) and such Tenant(s) actually terminate such Lease(s).

Damage. If, prior to the Closing Date, all or any part of the Improvements are substantially damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Subject Property. In the event of any material damage to or destruction such termination of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, neither party will have any further obligations under this Agreement (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination), that Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to evidence such termination including, without limitation, a quit claim deed. If Purchaser fails to elect to terminate this Agreement (in which event the Xxxxxxx Money (manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not the Independent Contract Consideration) substantially, Seller shall be immediately returned promptly commence to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of repair such damage or destruction and assume responsibility for to return the damaged Improvements to substantially their condition prior to such repair, and Purchaser damage. If such damage shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller be completely repaired prior to the Closing Date, then there shall be no reduction in connection with the repair Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. Purchaser and Seller shall collaboratively work together to file If such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller completely repaired prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money but Seller is diligently proceeding to repair, then there shall be returned to Purchaser and such termination shall otherwise be as provided no reduction in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Purchase Price and Seller shall make complete the election set forth in clause (z) above on or prior repair after the Closing Date and shall be entitled to receive the date that is ten (10) business days after Seller obtains knowledge proceeds of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (all insurance related to such date, the “Uninsured Loss Determination Date”)damage; provided, however, that if Purchaser shall have the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect right to extend delay the Closing Date until repair is completed. For purposes of this Section 11, the date that is five phrase “substantially damaged” means (5i) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice cost to Purchaser of such election to extend the Closing Date prior repair any damage to the occurrence of Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the then scheduled Closing DateSubject Property is adversely affected, (iii) the damage results in the Subject Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting the Subject Property, or (iv) the damage entitles the Tenant to terminate the Lease.

Damage. In (a) If the event Premises shall be damaged by fire or other casualty, the Landlord shall collect the proceeds of any material such insurance and immediately and with all due diligence commence to repair such damage at its expense. From the date the damage occurs to or destruction the date the repairs are complete, the rent due hereunder shall be reduced by the same percentage as the percentage of the Improvements Premises which, in the Tenant's reasonable judgment, cannot be safely, economically or practically used for the operation of the Tenant's business. Anything herein to the contrary notwithstanding, if in the Tenant's reasonable judgment, any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction to the Premises from any cause whatsoever cannot be repaired within one hundred eighty (and, if necessary180) days following the date such damage occurs, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) Tenant may terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject Lease by written notice to the limitations hereinLandlord given within ninety (90) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to days following the Closing in connection with the repair occurrence of such damage. Purchaser In addition, if any damage or destruction to the Premises from any cause whatsoever cannot be repaired, in the Landlord's reasonable judgment, within one hundred eighty (180) days following the date such damage occurs and Seller the Landlord elects not to repair such damage, the Landlord shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair Lease by written notice to the Tenant given within ninety (90) days after the date such damage before occurred provided that no more than three (3) calendar years remain in the Closing in a manner reasonably satisfactory to Purchaser orterm hereof. Notwithstanding the foregoing, if repairs canat the time the Landlord gives such termination notice any of the renewal options provided for in the Lease have not yet been exercised and the Tenant exercises a renewal option within thirty (30) days after receipt of the Landlord's termination notice, then this Lease shall not be completed before terminated and the Closing or if Seller otherwise elects Landlord shall promptly commence restoration of the Premises. (in Seller’s sole discretionb) not In the event of a termination of the Lease pursuant to commence or complete such repairsthis paragraph, assign all insurance proceeds payable by reason of damage under policies required to Purchaser the payment of be carried hereunder (excluding any insurance proceeds (including calculated rent loss insurance, if any, applicable attributable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminateTenant's inventory, no later than two (2trade fixtures, business or leasehold improvements paid for by the Tenant) business days prior shall be paid to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing DateLandlord.

Damage. In 19.1 If the event of any material Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage to or destruction of the Improvements or any portion thereofdestruction; provided, Purchaser mayhowever, at its option by notice to Seller given that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within ten one hundred eighty (10180) days after Seller notifies Purchaser the occurrence of such damage or destruction (andtaking into account the time needed for effecting a satisfactory settlement with any insurance company involved, if necessaryremoval of debris, the Closing Date shall be extended to give Purchaser the full ten (10preparation of plans and issuance of all required governmental permits) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage Premises or fifty percent (50%) or more of the Property to terminate their Leases pursuant to Building is damaged and less than one (1) year would remain of the terms Lease Term or any renewal thereof (unless a sufficient number upon completion of such tenants waive in writing their right to terminatethe repairs, no later than two (2) business days prior to then either party shall have the last day upon which Purchaser may elect right, at its sole option, to terminate this Agreement Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage)19.1 above, then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money all rent shall be returned to Purchaser and such termination shall otherwise be as provided in apportioned (based on the last four (4) sentences of Subsection 2.2.1 above. For the purposes portion of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss Premises which is usable after such damage or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (zdestruction) above on or prior and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is ten (10) business days after Seller obtains knowledge usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”)Building; provided, however, that if Landlord (i) shall not be required to repair or restore the Uninsured Loss Determination Date has not occurred as contents of the Closing DatePremises, then Purchaser including without limitation, alterations, decorations, furnishings, fixtures and equipment used or Seller may elect installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to extend repair and restore the Closing Date until improvements within the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior Premises only to the occurrence extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the then scheduled Closing Dateuse of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. (a) In the event of any material damage to or destruction of the Improvements Premises, the Building, or Tenant's other alterations or improvements, or any portion thereof, Purchaser mayduring the Term by fire, at its option explosion or other casualty ("Damage"), this Lease will not terminate unless Landlord reasonably determines that it will take more than ninety (90) days to repair and restore the Premises to substantially the same condition they are in on the date hereof, in which event either Landlord or Tenant may terminate this Lease by providing written notice to Seller given within ten the other party. In the event of such termination, Landlord shall be entitled to receive all insurance proceeds except those amounts solely attributable to Tenant's personal property which Tenant would have been entitled to remove pursuant to Paragraph 8. (10b) days after Seller notifies Purchaser Unless this Lease is terminated pursuant to Paragraph 12(a), and except as expressly provided to the contrary in this Lease, in the event of any Damage to the Premises: (i) this Lease shall remain in full force and effect and to the extent possible, Tenant shall remain in possession of the Premises, and (ii) whether or not any insurance proceeds are available or adequate for such purposes and regardless of the dollar amount of such damage or destruction (andloss, if necessaryat Tenant's own sole cost and expense, but using such insurance proceeds as are available, Tenant shall repair, refixture, restock and otherwise restore the Closing Date Premises to substantially the same condition they were in before such fire or other casualty. Due allowance, however, shall be extended to give Purchaser the full ten (10) day period to make given for a reasonable time required for adjustment and settlement of insurance claims and for such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (other delays as may result from government restrictions and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurancecontrols on construction, if any, applicable and for strikes, national emergencies, and other conditions beyond the control of the parties. (c) Any restoration required to any period on and be performed by Tenant under this Paragraph 12 shall be commenced by Tenant promptly after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repairdestruction, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined diligently and continuously pursued to completion and shall be completed by Seller. If the Improvements are not materially damagedTenant in a good and workmanlike manner and in accordance with all Legal Requirements. (d) Except as specifically provided in Paragraph 12(a), then Purchaser Tenant shall not (except as otherwise expressly provided below) have the no right to terminate this Agreement, but Seller shall, at its cost, repair Lease or to have the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) other charges due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to hereunder abated despite the occurrence of Damage to the then scheduled Closing DatePremises, the Building or Tenant's other Alterations or improvements, even if such Damage prevents the conduct of Tenant's business on the Premises. No compensation, claim, or diminution of Rent will be allowed or paid by Landlord by reason of inconvenience, annoyance, or injury to business arising from any such Damage or the necessity of repairing the Premises or the Building, however the necessity may occur.

Damage. In the event of any material damage “damage” (as hereinafter defined) to or destruction of the Improvements Property or any portion thereof, Seller shall promptly notify Purchaser thereof. In the event of such major damage is “major” (as hereinafter defined), Purchaser may, at its option by notice sole option, elect to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, proceed with the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes other provisions of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice thereof to Seller prior to the earlier to occur of within fifteen (115) the date that is five (5) business days after Purchaser's receipt of Seller's notice respecting the damage. If, within fifteen (15) days of receipt of Seller's notice respecting such major damage, Purchaser receives the delivers written notice from Seller as described in clause (z) above or (2) the Closing Dateof termination of this Agreement to Seller, in which event the this Agreement shall terminate, all Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes and, except for obligations of the immediately preceding sentenceparties which survive termination of this Agreement, an “uninsured loss” the parties shall includehave no further obligations hereunder. If Purchaser does not timely elect to terminate this Agreement, but not be limited toPurchaser shall have no further right to terminate this Agreement as a result of the damage and in such event, Seller shall assign to Purchaser at Closing all insurance proceeds or condemnation awards paid or payable as a result of such damage and pay any loss or portion thereof that insurance deductible due under Seller's insurance policy(ies). If the damage is not covered major, Seller shall assign to Purchaser at Closing all insurance proceeds or condemnation awards paid or payable as a result of such damage and pay any insurance deductible due under Seller's insurance policy(ies). In the event the damage is not major and prior to Closing sufficient insurance proceeds are not received or committed in writing by the insurance carrier sufficient to repair any damage, Seller shall repair such damage by Closing or falls under or within give Seller a credit at Closing in an amount sufficient to pay for the deductible amount cost unpaid as of Closing for repair of the relevant insurance policy applicable damage (i.e. to restore the Property to substantially the same condition as immediately before such casualty), such amount to be determined by an architect or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained other appropriate professional selected by Seller (and approved by Purchaser, such dateapproval not to be unreasonably withheld, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser conditioned or delayed. Any assignment by Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of insurance proceeds respecting loss of rental income shall be limited to that portion of such election proceeds attributable to extend the Closing Date prior to the occurrence of the then scheduled Closing Dateperiods after Closing.

Damage. In the event Seller agrees to give Buyer prompt written notice of any material damage to fire or destruction other casualty affecting the Property occurring during the term of the Improvements this Agreement or of any actual or threatened taking or condemnation of all or any portion of the Property which occurs during the term of this Agreement and of which Seller has actual knowledge. If prior to the Closing, there shall occur: (a) damage to the Property caused by fire or other casualty which Seller's insurer reasonably estimates would cost $100,000.00 or more to repair; or (b) the taking or condemnation of all or any portion of the Property as would materially interfere with Buyer's proposed use thereof; then, Purchaser mayin either of such events, at its option Buyer may terminate this Agreement by written notice given to Seller given within ten five (105) days after Seller notifies Purchaser of such damage Buyer has received the notice referred to above or destruction (andat the Closing, if necessary, the Closing Date shall be extended whichever is earlier. If Buyer does not elect to give Purchaser the full ten (10) day period to make such election), either (i) so terminate this Agreement, in which event then the Xxxxxxx Money (but not Closing shall take place as provided herein, except that the Independent Contract Consideration) Purchase Price shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in reduced by the last four (4) sentences amount of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured and there shall be assigned to Buyer at the Closing all right, title and interest of Seller in and to all insurance proceeds or Seller/self-insured amount under applicable property or casualty/liability insurance policies condemnation awards which may be payable on account of such occurrence, less any costs or expenses incurred such amounts as are paid by Seller to pay costs related to the collection of such proceeds and/or the repair of the damage, which shall be retained by or paid to Seller. If prior to the Closing in connection with the repair of such damage. Purchaser and Seller there shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage occur: (i) based upon reasonable contractor damage to the Property caused by fire or other casualty which Seller's insurer reasonably estimates would cost less than $100,000.00 to repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or ; or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) taking or more condemnation of the rentable square footage a portion of the Property which is not material to terminate their Leases pursuant to the terms thereof (unless a sufficient number of Buyer's proposed use thereof; then, and in such tenants waive in writing their event, Buyer shall not have any right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.25.1 as a result of such damage, taking or condemnation, except that the Purchase Price shall be reduced by the amount of any deductible, but there shall be assigned to Buyer at the Closing all right, title and interest of Seller in and to all insurance proceeds or condemnation awards which may be payable on account of any such that tenants with remaining termination rights lease in the aggregate occurrence, less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein amounts as are paid by Seller to pay costs related to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount collection of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with proceeds and/or the repair of such the damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned retained by or paid to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing DateSeller.

Damage. In the event of any material damage a fire or other casualty in the Premises, Tenant shall immediately give notice thereof to Landlord. If the Premises shall be damaged by fire or destruction other casualty so as to render the Premises untenantable in whole or in part, the Rent provided for herein shall xxxxx thereafter as to the portion of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten Premises rendered untenantable until the earlier of (10a) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, time as the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above)Premises are made tenantable, or (iib) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives Landlord substantially completes the restoration of the Premises. If damage by fire or other casualty results in the Premises being untenantable in whole or in substantial part for a period reasonably estimated by a responsible contractor selected by Landlord to be one (1) year or longer after Landlord's insurance settlement, and if Landlord shall decide not to rebuild, then either party may terminate this Lease upon such date as written notice from Seller is provided to the other party and all Rent owed up to the time of such destruction or termination shall be paid by Tenant. Landlord shall give Tenant written notice of its decisions, estimates or elections under this Section 18 within sixty (60) days after any such damage or destruction. If this Lease is not terminated, Landlord shall commence and prosecute with all due diligence restoration of the Premises. Notwithstanding anything contained in this Section 18 to the contrary, Landlord shall only be obligated to restore the Premises to the extent of the insurance proceeds actually received, but if the insurance proceeds actually received do not permit Landlord to restore the Premises, Landlord shall so notify Tenant and either Landlord or Tenant may terminate this Lease by written notice given within sixty (60) days after Landlord's notice. If Landlord restores the Premises or the Project in accordance with the provisions of this Section 18, then Tenant shall not have any right to terminate this Lease because of such damage pursuant to (i) any common law rights, (ii) Minnesota Statutes Section 504B.131 as described now in clause (z) above effect or as it may be hereafter amended or supplemented, or (2iii) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered comparable right established by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Datea similar statute.

Damage. In If the event Premises shall be damaged by fire or other natural casualty, without the fault or neglect of any material Tenant, its servants, employees, agents, contractors, invitees, or licensees, or other persons for whom Tenant is legally responsible, the damage shall be repaired within a reasonable time by and at the expense of Landlord, and the Annual Base Rent and Additional Rent shall abate pro rata until such repairs shall have been made, according to or destruction xxx part of the Improvements or any portion thereof, Purchaser may, at its option Premises which is thereby rendered unusable by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”)Tenant; provided, however, that (i) Landlord shall have no obligation to repair, replace or restore Tenant's furniture, fixtures, furnishings or other personal property and (ii) Tenant shall, with all reasonable diligence and at Tenant's sole expense, make all other repairs and do all other items of work which are necessary to return the Premises to the condition existing immediately prior to such damage or destruction and promptly to complete the Premises for use and occupancy by the Tenant. Due allowance shall be made in Landlord's repair obligation for reasonable delay which may arise by reason of any adjustment or settlement of insurance claims by Landlord, and for delay on account of "labor troubles" or any other cause beyond Landlord's control. Notwithstanding the foregoing, if (i) the Premises are rendered wholly untenantable by fire or other cause and the Landlord decides not to rebuild the Premises, or (ii) if the Uninsured Loss Determination Date has Premises are damaged by fire or other casualty and such damage cannot occurred as reasonably be repaired within ninety (90) days following such fire or other casualty, or (iii) if the entire Building be so damaged that Landlord shall decide to demolish it or not to rebuild it, and (iv) Landlord notifies the Tenant in writing of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser extent of such election damage and such decision, in any of such events, the Term shall terminate upon the thirtieth (30th) day after such notice is given as if such date were the Termination Date set forth herein, and Tenant shall vacate the Premises and surrender the same to extend Landlord on such date. Landlord shall have no liability, and shall not be responsible for consequential damages, lost profits or any damage to Tenant's personal property, arising from any such fire or other damage or Landlord's decision to terminate this Lease. No compensation or claim or reduction of rent will be allowed or paid by Landlord by reason of inconvenience, annoyance, or injury to business arising from the Closing Date prior to necessity of repairing the occurrence Premises or any portion of the then scheduled Closing DateBuilding of which they are a part however the necessity may occur.

Damage. In the event of If fire or other casualty damages all or any material damage to or destruction part of the Improvements Premises, Tenant shall immediately notify Landlord in writing. During any period of time that all or any a material portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller Premises is rendered untenantable as a result of such damage a fire or destruction other casualty, Base Rent and assume responsibility Tenant Reimbursement Amount shall xxxxx for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all portion of the damage which may reasonably be claimed under the insurance policy Premises that is untenantable and not used by Tenant (unless such fire or insurance policies; provided, however, other casualty was caused by any final settlement of such claim Tenant Party). Landlord shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage Lease if: (i) based upon the Building shall be damaged so that, in Landlord’s reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) judgment, substantial alteration or reconstruction of the Purchase Price to repair Building shall be required (whether or not the Premises has been damaged); (ii) that would permit tenants leasing Landlord is not permitted by Law to rebuild the Building in substantially the aggregate twenty percent same form as existed before the fire or casualty; (20%iii) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later Premises have been materially damaged and there is less than two (2) business days prior years of the Term remaining on the date of the casualty; (iv) any Mortgagee requires that the insurance proceeds be applied to the last day upon which Purchaser payment of the mortgage debt; or (v) a material uninsured loss to the Building occurs. Landlord may elect exercise its right to terminate this Agreement pursuant Lease by notifying Tenant in writing within ninety (90) days after the date of casualty. If Landlord does not terminate this Lease, Landlord shall commence and proceed with reasonable diligence to repair and restore the Building and the Premises. Anything in this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein 14 to the contrarycontrary notwithstanding, in no event shall Landlord be required to spend more than the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred insurance proceeds received by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money Landlord. Landlord shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, liable for any loss or portion thereof that is not covered by insurance damage to Tenant’s Property or falls under to the business of Tenant resulting in any way from the fire or within other casualty or from the deductible amount repair and restoration of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Datedamage.

Damage. In (a) If at any time prior to expiration or termination of this Lease, the event of any material damage Premises are wholly or partially damaged, destroyed or rendered inaccessible by a risk fully covered (excluding deductibles) by insurance maintained by Landlord or for Landlord’s benefit, and the Tenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all or destruction a substantial portion of the Premises, then, Tenant shall give Landlord notice and within the later of thirty (30) days after Tenant’s notice or sixty (60) days after the damage or destruction, Landlord shall give Tenant notice of its reasonable determination that the Premises can or cannot be fully restored and ready for occupancy within one (1) year from the date of damage or destruction, without payment of overtime or other premiums. (1) If Landlord determines that the Premises can be so restored within one (1) year, (i) this Lease shall remain in full force, (ii) rent shall be abated proportionally for such portion of the Premises as is inaccessible or unusable, for so long as such portion is inaccessible or unusable; and (iii) Landlord shall proceed diligently to repair the damage or destruction, including all Tenant Improvements, using materials of at least the quality used in the original construction of the Complex, Premises and Tenant Improvements with a minimum of interference in Tenant’s normal operations. If, in Tenant’s sole but reasonable judgment, Landlord shall not have performed any of the above obligations in strict compliance therewith, then Tenant may, but shall not be required to, undertake such obligations, and reasonable, actual costs incurred as a result thereof shall be reimbursed by Landlord within thirty (30) days after Tenant’s request for payment. (2) If Landlord determines that the Premises cannot be so restored within one (1) year, then either Landlord or any portion thereof, Purchaser Tenant may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (andoption, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this AgreementLease with respect to the Buildings substantially damaged or destroyed, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above)or, or if (ii) proceed under this Agreement, receive an assignment damage exceeds fifty percent (50%) of the payment replacement cost of the Premises, terminate the Lease. Upon partial termination, rent shall be reduced proportionally to reflect the reduced area of the leased Premises. (b) If any time prior to expiration or termination of this Lease, the Premises are wholly or partially damaged, destroyed or rendered inaccessible by a risk not fully covered (excluding deductibles) by insurance proceeds maintained by Landlord or for Landlord’s benefit, and the Tenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all or a substantial portion of the Premises, then Tenant shall give Landlord notice and within sixty (including calculated rent loss insurance, if any, applicable to any period on and 60) days after the Closing Date) due Seller as a result of damage or destruction, Landlord shall give Tenant notice informing Tenant whether Landlord intends to repair such damage or destruction, and if so, whether such damage or destruction can be fully restored and assume responsibility ready for such repairoccupancy within one (1) year from the date of damage or destruction, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the without payment of any insurance proceeds overtime or other premiums. (including calculated rent loss insurance, if any, applicable 1) If Landlord elects to any period on repair and after the Closing Date) due Seller as a result of such damage or destruction can be fully restored within one (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement1) year, “material damage” and “materially damaged” means damage (i) based upon this Lease shall remain in full force, (ii) rent shall be abated proportionally for such portion of the Premises as is inaccessible or unusable, for so long as such portion is inaccessible or unusable; and (iii) Landlord shall proceed diligently to repair the damage or destruction, including all Tenant Improvements, using materials of at least the quality used in the original construction of the Complex, Premises and Tenant Improvements with a minimum of interference in Tenant’s normal operations. If, in Tenant’s sole but reasonable contractor repair/restoration estimates obtained judgment, Landlord shall not have performed any of the above obligations in strict compliance therewith, then Tenant may, but shall not be required to, undertake such obligations, and reasonable, actual costs incurred as a result thereof shall be reimbursed by Seller exceeding ten Landlord within thirty (30) days after Tenant’s request for payment. (2) If Landlord does not elect to repair or determines that the Premises cannot be so restored within one (1) year, then Tenant may, at its option, (i) terminate this Lease with respect to the Buildings substantially damaged or destroyed, or, if (ii) damage exceeds fifty percent (1050%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more replacement cost of the rentable square footage Premises, terminate the Lease. Upon partial termination, rent shall be reduced proportionally to reflect the reduced area of the Property to terminate their Leases pursuant to leased Premises. (c) If during the terms thereof final twelve (unless a sufficient number 12) months of such tenants waive in writing their right to terminatethe term of this Lease (or any extension term) the Premises are wholly or partially damaged, no later than two (2) business days prior to destroyed or rendered inaccessible and the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contraryTenant is unable, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s its sole but reasonable discretion, notifies Purchaserto carry on its normal operations in all or a substantial portion of the Premises, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser either Landlord or Tenant may terminate this Agreement Lease with respect to affected Buildings or the entire Premises, by delivering giving Landlord written notice of its election to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Dateterminate. Upon partial termination, in which event the Xxxxxxx Money rent shall be returned reduced proportionally to Purchaser and such termination shall otherwise be as provided in reflect the last four (4) sentences of Subsection 2.2.1 above. For the purposes reduced area of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Dateleased Premises.

Damage. 27.1 In the event case of any material damage to partial or total destruction of the Improvements Premises, the Tenant will give immediate notice thereof to the Landlord. If the Premises shall have been damaged or any portion destroyed to an extent less than 25% of the insurable value thereof, Purchaser may, the Landlord will restore the Premises to their former condition within a reasonable time at its option by notice expense. If the Premises shall have been damaged or destroyed to Seller given an extent of 25% or more of the insurable value thereof, the Landlord may within ten Ninety (1090) days after Seller notifies Purchaser elect to (a) restore the Premises to their former condition within One Hundred Twenty (120) days of such damage Landlord's election date at its expense, or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (ib) terminate this AgreementLease by giving notice of termination to the Tenant. If Landlord elects to restore the Premises and does not substantially complete said restoration within One Hundred Twenty (120) days (excluding noncompletion of details of construction, decoration or mechanical adjustments which are minor in character and the noncompletion of which event does not materially interfere with Tenant's use of such part of the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 abovePremises), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser Tenant shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended Lease by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering giving written notice to Seller prior Landlord. A just proportion of the Basic Rent, according to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser nature and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes extent of the immediately preceding sentencedamage or destruction, an “uninsured loss” shall include, but not will be limited to, any loss or portion thereof that is not covered by insurance or falls under or within abated from the deductible amount time of the relevant insurance policy same until the Premises shall have been restored (as hereinabove provided) or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured lossthis Lease terminated, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); providedexcepting, however, that if the Uninsured Loss Determination Date has not occurred as nature of the Closing Datedamages is such as to render the Premises wholly unsuitable for Tenant's use, then Purchaser unless this Lease is terminated by Landlord, as hereinbefore provided, all rent shall xxxxx and Tenant's obligations under this Lease shall be suspended until such time as the Premises shall have been fully restored by the Landlord. There shall be no obligation upon the part of the Landlord to repair or Seller rebuild during the last year of the term of this Lease. Landlord's obligation to repair or rebuild pursuant to this paragraph shall be limited to the basic building, systems and equipment and replacement of any interior work which may elect have been installed at Landlord's cost. Landlord's obligation to extend repair or rebuild shall also be limited to the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser extent of insurance proceeds made available by any mortgagee having control over disposition of such election proceeds and shall be further limited to extend not include the Closing Date prior to the occurrence restoration, repair or rebuilding of any portion of the then scheduled Closing DatePremises for which Tenant is required to maintain insurance under Paragraph 26.3 of this Lease. Tenant shall be responsible to promptly restore, repair or replace any portion of the Premises for which Tenant is required to maintain insurance under Paragraph 26.3 of this Lease.

Damage. In (a) If the event Premises shall be damaged by fire or other cause, unless due to the gross negligence or willful misconduct of any material Tenant, its servants, employees, agents, visitors or licensees, the damage shall be diligently repaired within a reasonable time not to or destruction exceed 180 days by and at the expense of Landlord and the rent until such repairs shall have been made shall xxxxx pro-rata according to the part of the Improvements Premises which is unusable by Tenant. Due allowances shall be made for reasonable delay which may arise by reason of adjustment of fire insurance by Landlord and for personnel delay on account of strike or labor disputes or any portion thereofother cause beyond Landlord's control. If, Purchaser however, the Premises are rendered wholly untenantable by fire or other cause and Landlord shall decide not to rebuild the same, or if the entire Building be so damaged that Landlord shall decide to demolish it or not to rebuild it, then or in any of such events, Landlord may, at its option option, cancel and terminate this Lease by giving Tenant notice in writing of its intention to Seller cancel this Lease, whereupon the term of this Lease shall terminate upon the thirtieth (30th) day after such notice is given within ten (10) days after Seller notifies Purchaser of such damage or destruction (andand Tenant shall vacate the Premises and surrender the same to Landlord; provided however, if necessary, the Closing Date all rent hereunder shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on abated from and after the Closing Datedate of destruction. Except for the foregoing abatement of Rent, Landlord shall not be liable to Tenant for any period during which the occupation of said Premises by Tenant may not be possible because of the matters herein above stated nor shall Landlord be liable for any damage incurred by Tenant other than Landlord's obligation to repair the Premises as aforesaid. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any damage to Tenant's personal property. (b) due Seller Upon any termination of this Lease under any of the provisions of the Section 23, the parties shall be released thereby without further obligation to the other, from the date possession of the Premises is surrendered to Landlord, except for items which have theretofore accrued and are then unpaid. In the event the Premises are damage, Tenant shall pay to Landlord its insurance proceeds relating to the Leasehold Improvements and alterations in the Premises. (c) Notwithstanding anything to the contrary herein, if the Premises are damaged as a result of such the negligence or willful misconduct of Tenant or Tenant's employees, agents or invitees, Landlord shall have no obligation to restore the Building or the Premises, Tenant shall pay to Landlord, as additional rent, the amount by which the cost of repairing any damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to exceeds the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability of insurance policies less any costs or expenses incurred proceeds received by Seller prior to the Closing in connection with the repair Landlord on account of such damage. Purchaser and Seller shall collaboratively work together Notwithstanding anything to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser orcontrary herein, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller Premises are damaged as a result of such the willful misconduct of Landlord or Landlord's employees, agents, or invitees, Landlord shall restore and repair the Premises at Landlord's cost. (d) In the event that (1) damage is due to any cause other than fire or destruction (less other peril fully covered by any amounts expended extended coverage insurance maintained by Seller for repairs made by Seller prior to Closing). For the purposes of this AgreementLandlord, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior the holder of any mortgage secured by the Building fails or refuses to make insurance proceeds available for repair, restoration and reconstruction, (3) zoning or other laws or regulations applicable to the last day site upon which Purchaser the Building was constructed do not permit Landlord to repair, restore or reconstruct on such site a building substantially similar to the Building, or (4) Landlord is delayed or prevented from repairing or restoring any damage to the Building or the Premises within one hundred eighty (180) days after the occurrence of such damage, by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials or other cause beyond the control of Landlord, Landlord or Tenant may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred Lease by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior the other. (e) It is hereby understood that if Landlord is obligated 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 Premises which were originally provided at Landlord's expense, or for which the Landlord has received insurance proceeds and the repair and restoration of items not provided at Landlord's expense shall be the obligation of Tenant. In no event shall Landlord be obligated to repair or restore any trade fixtures, furnishings, equipment or personal property belonging to Tenant. (f) Notwithstanding anything to the earlier contrary contained in this Section 23, Landlord shall not have any obligation whatsoever to occur of (1) repair, reconstruct or restore the date that is five (5) business days after Purchaser receives Premises when the written notice damage resulting from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in any casualty covered under this Section 23 occurs during the last four twelve (412) sentences of Subsection 2.2.1 above. For the purposes months of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, term of this Lease or any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Dateextension thereof.

Damage. In the event of any material damage (a) If, prior to or destruction of Closing, the Improvements or any portion thereofportions thereof are totally or partially damaged by fire or other casualty ("Damage"), Purchaser maySeller shall deliver written notice thereof to Buyer. After the occurrence of any Damage, at its option by notice the following provisions shall apply. (b) Following any Damage, Seller shall have the right, but not the obligation, to Seller given within ten (10) days after Seller notifies Purchaser repair any Damage and restore the Property substantially to the condition existing prior to the date of such damage or destruction (andDamage, if necessary, in which event the Closing Date shall be extended to give Purchaser the full ten (10) day a reasonable time period to make permit Seller to complete such election)repairs and restoration. (c) If Seller does not elect to repair and restore as provided above, either then Seller shall so notify Buyer in writing, whereupon Buyer shall have the right, at its sole course of action, exercisable by written notice given to the Seller within thirty (30) days after receipt of such notice from Seller, to (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) provisions of Paragraph 19 below shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above)apply, or (ii) proceed under this Agreementto consummate the Closing, receive an assignment of the payment of any in which event insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on from insurance policies held and after the Closing Date) due maintained by Seller and payable as a result of such damage or destruction and assume responsibility for such repairshall be assigned to Buyer on the Closing Date, and Purchaser the Purchase Price shall (except as provided for below and subject be reduced by a sum equal to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurancedeductible amount, if any, applicable to under any such insurance policy. (d) During the period on and after from the date of the casualty until the Closing Date, Seller shall secure any damaged portion of the Improvements and otherwise comply with applicable laws and requirements with respect to the damaged area. (e) due Seller as a result of such damage or destruction (less Notwithstanding any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes provision of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in if the event (y) cost of an uninsured loss reasonably estimated to be in excess repair of $25,000.00any casualty, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with as determined by a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred contractor selected by Seller prior and reasonably acceptable to Closing in connection with the repair of such damageBuyer, exceeds Five Million Dollars ($5,000,000), or if a department store is damaged and such department store is not obligated to restore its building, then Purchaser may terminate this Agreement Buyer shall have the right, exercisable by delivering written notice to Seller prior to the earlier to occur of within thirty (130) days following the date that is five (5) business days after Purchaser receives the either Party delivers written notice from Seller as described to the other that Buyer has the right to terminate this Agreement by reason of the existence of either of the conditions set forth in clause (z) above or (2) the Closing Datethis Paragraph 13(e), to terminate this Agreement, in which event the Xxxxxxx Money provisions of Paragraph 19 below shall be returned apply. If Buyer does not elect to Purchaser and such termination shall otherwise be terminate this Agreement as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”this subparagraph 13(e); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect Buyer shall be deemed to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Datehave waived its termination right hereunder.

Damage. In Subject to the event provisions of Sections 10.03 and 12.01 below, if the Leased Premises are damaged or rendered unusable by fire or other casualty, unless this Lease is terminated by Lessor or Lessee as herein provided, any material damage to or destruction shall be repaired by and at the expense of Lessor, and the Rent (including Base Rent and Additional Rent) shall be equitably abated from the day of the Improvements casualty as to that portion of the Leased Premises which is unusable in the reasonable determination of Lessor and Lessee. Except to the extent this Lease is terminated by Lessor or any Lessee as provided under this Article 10, Lessee's full liability for Rent shall resume on the date on which Lessee is able to resume in all material respects its use of the damaged portion thereofof the Leased Premises. Notwithstanding the foregoing, Purchaser mayshould such partial damage materially interfere with Lessee's ability to operate its business and reasonably be estimated to require more than one hundred eighty (180) days to complete, at its option Lessee may by notice to Seller given Lessor within ten thirty (1030) days after Seller notifies Purchaser from the date of the casualty, terminate this Lease. Lessor shall commence any repairs required by this Section 10.02 within thirty (30) days of any said fire or other casualty. Lessor shall complete any repairs required by this Section 10.02 within one hundred eighty (180) days of the date repairs are required to commence. If all repairs required by this Section 10.02 are not substantially completed such damage or destruction that Lessee can substantially resume its operations within said one hundred eighty (and180) day period. Lessee may terminate this Lease by notice to Lessor. If all repairs required by this Section 10.02 are not fully completed within said one hundred eighty (180) days but substantial completion of the repairs has been achieved and Lessee can resume its operations in all material respects, if necessary, Lessor shall so notify Lessee of the Closing Date repairs completed and said one hundred eighty (180) day period shall be extended for up to, but not exceeding, an additional ninety (90) days to give Purchaser facilitate completion of the full ten restoration. If all repairs required by this Section 10.02 are not fully completed within said ninety (1090) day period to make such election)extension, either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser Lessee may terminate this Agreement Lease by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing DateLessor.

Damage. In the event of If any material damage to or destruction portion of the Improvements Premises shall be destroyed or damaged ------ by fire or any portion thereofother casualty, Purchaser may, at its option by Tenant shall immediately give notice thereof to Seller given within ten Landlord. Within thirty (1030) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment date of any insurance proceeds (including Tenant's notice, Landlord shall provide Tenant with a reasonable written estimate, calculated rent loss insurancein good faith, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under number of days that it will take to restore the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by SellerBuilding and/or Premises (the "Restoration Estimate"). If the Improvements are not materially damagedRestoration Estimate is greater -------------------- than 180 days, then Purchaser both Landlord and Tenant shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended Lease by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business giving 30 days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior the other. If the Restoration Estimate is less than 180 days, Landlord shall promptly commence and diligently pursue through completion the restoration of the Building and/or Premises and this Lease shall continue in full force and effect. If, however, the cost of the restoration exceeds the insurance proceeds Landlord reasonably expects to receive due to the earlier casualty (provided, however, that the insurance required to occur of (1) -------- ------- be carried by Landlord by this Lease was in effect on the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentencecasualty) or Landlord's lender demands that such insurance proceeds be paid to it, an “uninsured loss” Landlord may terminate the Lease, subject to Tenant's right to propose keeping the Lease in effect by Tenant's paying for the restoration. If Tenant elects to do so, Tenant shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or notify Landlord within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of receiving Landlord's notice of termination of the amount Lease, and the parties shall engage in good faith negotiations to determine the terms of Tenant's election to pay for the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”)restoration; provided, however, that if the Uninsured Loss Determination Date has parties do not occurred as of the Closing Date, then Purchaser or Seller may elect reach agreement -------- ------- to extend the Closing Date until the date that is five keep this Lease in effect within ten (510) business days after the Uninsured Loss Determination Date occurs provided Seller Tenant delivers such written notice to Purchaser Landlord, then this Lease shall terminate as of the date set forth in Landlord's notice of termination. Following a casualty, Tenant's obligation to pay Rent shall be abated in proportion to the interference caused to its use and occupation of the Premises provided that Tenant no longer occupies or uses such affected Premises for the active conduct of its business. Notwithstanding the terms of the foregoing paragraph, if the casualty occurs in the last year of the Term (unless Tenant shall have renewed this Lease as provided herein) and materially affects Tenant's use or occupation of the Premises (i.e., more than 25% of the Premises has been damaged, or the cost to repair is reasonably estimated by Landlord to exceed $250,000), either Landlord or Tenant may elect to terminate this Lease by giving the other party 30 days prior written notice. Notwithstanding the provisions of the immediately preceding paragraph to the contrary, if Landlord elects to terminate this Lease as a result of such election to extend casualty occurring in the Closing Date prior to the occurrence last year of the then scheduled Closing DateTerm (unless Tenant shall have renewed this Lease as provided herein), Tenant shall not have the right to keep this Lease in effect by paying for the restoration.

Damage. In If the event Premises are damaged by fire or other cause covered by Landlord’s policy of any material fire insurance with extended coverage or other property damage insurance carried by Landlord, all damage to or destruction the structural portions of the Improvements building required to be maintained by Landlord pursuant to this Lease shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall xxxxx pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the gross negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of “labor troubles” or any portion thereofother cause beyond Landlord’s control. If, Purchaser however, the Premises are rendered wholly untenantable by fire or other cause, or Landlord shall decide not to rebuild the same, Landlord may, at its option option, cancel and terminate this Lease by notice to Seller given giving Tenant, within ten sixty (1060) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, from the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair date of such damage. Purchaser , notice in writing of its intention to cancel this Lease, whereupon the term of this Lease shall cease and Seller terminate upon the third day after such notice is given, and Tenant shall collaboratively work together vacate the Premises and surrender the same to file such claim for all Landlord, but in none of the certain contingencies in this Article mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any period during which the occupation of said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Sellerto Tenant’s personal property. If the Improvements are Landlord does not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant Lease as provided above, Landlord shall proceed in a commercially reasonable manner to repair the portions of the Premises which Landlord is required to restore in accordance with this Section 4.2Article 10 and, such that tenants with remaining termination rights lease in upon the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount completion of such uninsured loss in excess repairs, Tenant shall use diligent and commercially reasonable efforts to repair the portions of $25,000.00 the Premises which are the responsibility of Tenant to insure under this Lease. If Landlord’s restoration of the Premises is not substantially completed within one hundred eighty (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1180) days after the date that is five the damage occurs, Tenant may as its sole and exclusive remedy, terminate the Lease on the date falling thirty (530) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”)Tenant’s notice; provided, however, that Landlord may nullify Tenant’s termination if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five Landlord substantially completes such restoration work within such thirty (530) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Dateday period.

Damage. In If the event of Premises are damaged by any material damage casualty or peril, Landlord shall restore the Premises to or destruction of substantially the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be same condition as existed immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage, unless this Lease is terminated by Landlord or Tenant as set forth below. Purchaser Landlord and Seller Tenant shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) each have the right to terminate this Agreement, but Seller shall, at its cost, repair Lease upon the occurrence of damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs by any casualty or peril that cannot be completed before repaired or reasonably restored within ninety (90) days after the Closing occurrence of such damage. If the Storage Space is damaged by any casualty or peril, Landlord shall provide Tenant with alternative Storage Space within fifteen (15) days after the occurrence of such damage, and if Seller otherwise elects alternative Storage Space is unavailable, Landlord shall notify Tenant in writing within such fifteen (in Seller’s sole discretion15) not day period and Tenant shall have the right to commence or complete such repairsterminate this Lease with respect to the Storage Space and deduct the Storage Space Fee from Rent pursuant to Section 4.1 above. If the Premises and/or Storage Space are damaged due to any peril, assign Tenant shall be entitled to Purchaser the payment an abatement of any insurance proceeds all Rent (including calculated rent loss insuranceand Storage Space Fee, if any, applicable applicable) to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) extent of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more interference with Tenant's use of the rentable square footage of Premises and/or Storage Space occasioned thereby. If the Property to terminate their Leases Lease is not terminated pursuant to the terms thereof (unless a sufficient number of hereof, Landlord shall diligently prosecute any such tenants waive in writing their right repairs required to terminate, no later than two (2) business days restore the Premises and the Building to substantially the same condition as prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above casualty or (2) the Closing Dateperil, in which event this Lease shall continue in full force and effect and the Xxxxxxx Money Rent shall be returned reduced by a proportionate amount based upon the extent to Purchaser and which such termination shall otherwise be as provided damage interfered with the business carried on by Tenant in the last four (4) sentences Premises during such period of Subsection 2.2.1 aboverepair. For If Landlord commences any repair under this paragraph but has not restored the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered Premises to a tenantable condition by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that which is ninety (90) days after the casualty or peril, Tenant may terminate this Lease upon ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser Landlord. Landlord and Tenant hereby waive any right that each may have against the other on account of any loss or damage arising in any manner which is covered by policies of insurance (or which policies are required to be maintained) for fire and extended coverage, public liability, workers’ compensation and other insurance existing during the Term of this Lease. Landlord and Tenant agree that neither party’s insurers shall hold any right of subrogation against the other party, and Landlord and Tenant agree to have their respective insurers include such election to extend the Closing Date prior waiver in any policy of insurance that applies to the occurrence of Building, the then scheduled Closing DatePremises or the Storage Space, the contents therein or the use and occupancy thereof.

Damage. In If the event of Premises are damaged or destroyed in whole or in part by any material damage fire or other casualty during the Term hereof, Landlord will repair and restore the same to good tenantable condition with reasonable dispatch (not to exceed two hundred seventy (270) days), the rent herein provided for shall axxxx entirely in case the entire Premises are untenantable and prorata on an equitable basis for the portion rendered untenantable, in case a part only is untenantable, until the same shall be restored to a tenantable condition. If such repairs cannot, in Landlord’s reasonable opinion, be made with two hundred seventy (270) days, then either Landlord or destruction Tenant (without payment of the Improvements or any portion thereofTermination Fee) shall have the right, Purchaser may, at its option by written notice given to Seller given the other within ten seventy five (1075) days after Seller notifies Purchaser the date of the damage or destruction, to terminate this Lease as of the date of the damage or destruction and any rent attributable to a period of time after such damage or destruction (and, if necessary, the Closing Date shall be extended remitted by Landlord to give Purchaser the full ten Tenant. Landlord shall, within forty five (1045) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and days after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repairgive Tenant written notice as to whether, and Purchaser in Landlord’s reasonable opinion, the Premises can be restored within two hundred seventy (270) days after the date of the damage or destruction. If neither party elects to terminate this Lease pursuant to this Section 11.01, Landlord shall (except as provided for below and repair the Premises in accordance with this Section 11.01. The foregoing shall be subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the following: (i) if Tenant shall fail to adjust its own insurance policy or insurance policies; providedto remove its damaged goods, howeverwares, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damagedequipment or property within a reasonable time, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result thereof the repairing and restoration is delayed, there shall be no abatement of rental during the period of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or resulting delay; (ii) that would permit tenants leasing in there shall be no abatement of rental if such fire or other cause damaging or destroying the aggregate twenty percent Premises shall result from the negligence or willful act of Tenant, its agents, servants, licensees, or employees; (20%iii) or more that if Tenant shall use any part of the rentable square footage Building other than the Premises for storage, during the period of repair, a reasonable charge shall be made therefore against Tenant; (iv) that in case the Premises or the Building shall be destroyed to the extent of more than one-half (1/2) of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminatefull insurable value thereof, no later than two (2) business days prior to the last day upon which Purchaser Landlord may elect to at its option terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with Lease forthwith by a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is Tenant within forty five (545) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence date of the then scheduled Closing Datedamage or destruction.

Damage. (a) In the event of any material damage to or destruction of the Improvements Premises, the Building, or Tenant's other Alterations, or any portion thereof, Purchaser mayduring the Term by fire, at its option explosion or other casualty ("Damage"), this Lease will not terminate unless Landlord determines that it will take Landlord more than ninety (90) days to repair and restore the Premises to the same condition they are in on the date hereof, in which event Landlord may terminate this Lease by notice to Seller given within ten Tenant. (10b) days after Seller notifies Purchaser Unless this Lease is terminated pursuant to Paragraph 12(a), and except as expressly provided to the contrary in this Lease, in the event of any Damage to the Premises: (i) this Lease shall remain in full force and effect and to the extent possible, Tenant shall remain in possession of the Premises, and (ii) whether or not any insurance proceeds are available or adequate for such purposes and regardless of the dollar amount of such damage or destruction (andloss, if necessaryat Tenant's own sole cost and expense, Tenant shall repair, refixture, restock and otherwise restore the Closing Date Premises to the same condition they were in before such fire or other casualty. Due allowance, however, shall be extended to give Purchaser the full ten (10) day period to make given for a reasonable time required for adjustment and settlement of insurance claims and for such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (other delays as may result from government restrictions and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurancecontrols on construction, if any, applicable and for strikes, national emergencies, and other conditions beyond the control of the parties. (c) Any restoration required to any period on and be performed by Tenant under this Paragraph 12 shall be commenced by Tenant promptly after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repairdestruction, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined diligently and continuously pursued to completion and shall be completed by Seller. If the Improvements are not materially damaged, then Purchaser Tenant in a good and workmanlike manner and in accordance with all Legal Requirements. (d) Tenant shall not (except as otherwise expressly provided below) have the no right to terminate this Agreement, but Seller shall, at its cost, repair Lease or to have the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) other charges due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to hereunder abated despite the occurrence of Damage to the then scheduled Closing DatePremises, the Building or Tenant's other Alterations, even if such Damage prevents the conduct of Tenant's business on the Premises. No compensation, claim, or diminution of Rent will be allowed or paid by Landlord by reason of inconvenience, annoyance, or injury to business arising from any such Damage or the necessity of repairing the Premises or the Building, however the necessity may occur.

Damage. In (a) If the event of any material damage to Demised Premises are damaged by fire or destruction other casualty, the same shall be repaired or rebuilt as speedily as practical under the circumstances at the expense of the Improvements Landlord, unless this Lease is terminated as provided in this Section 8, and during the period required for restoration, a just and proportionate part of Rent shall be abated until the Demised Premises are repaired or any portion thereofrebuilt. (b) If the Demised Premises are (i) damaged to such an extent that repairs cannot, Purchaser mayin Landlord's judgment, at its option by notice to Seller given be completed within ten one hundred twenty (10120) days after Seller notifies Purchaser the date of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), casualty or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller damaged or destroyed as a result of a risk which is not insured under standard fire insurance policies with extended coverage endorsement, or (iii) damaged or destroyed during the last twelve (12) months of the Lease Term, or if the Building is damaged in whole or in part (whether or not the Demised Premises are damaged), to such damage or destruction an extent that the Building cannot, in Landlord's judgment, be operated economically as an integral unit, then and assume responsibility for in any such repair, and Purchaser shall (except as provided for below and subject event Landlord may at its option terminate this Lease by notice in writing to the limitations hereinTenant within forty-five (45) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to days after the Closing in connection with the repair date of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Selleroccurrence. If the Improvements Demised Premises are not materially damageddamaged to such an extent that repairs cannot, in Landlord's judgment, be completed within one hundred twenty (120) days after the date of the casualty or if the Demised Premises are substantially damaged during the last twelve (12) months of the Lease Term, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete either such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser event Tenant may elect to terminate this Agreement Lease by notice in writing to Landlord within fifteen (15) days after the date of Landlord's election notice to Tenant, advising Tenant as to whether the repairs to the Demised Premises can or cannot be completed within such one hundred eighty day period after the date of the casualty. Unless Landlord or Tenant elects to terminate this Lease as hereinabove provided, this Lease will remain in full force and effect and Landlord shall repair such damage at its expense to the extent required under subparagraph (c) below as expeditiously as possible under the circumstances. (c) If Landlord should elect or be obligated pursuant to this Section 4.2subparagraph (a) above to repair or rebuild because of any damage or destruction, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein Landlord's obligation shall be limited to the contrary, in original Building and any other work or improvements which were originally performed or installed at Landlord's expense. If the event (y) cost of an uninsured loss reasonably estimated performing such repairs exceeds the actual proceeds of insurance paid or payable to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount Landlord on account of such uninsured casualty, or if Landlord's mortgagee or the lessor under a ground or underlying lease shall require that any insurance proceeds from a casualty loss in excess of $25,000.00 (less any costs incurred by Seller prior be paid to Closing in connection with the repair of such damage)it, then Purchaser Landlord may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of Lease unless Tenant, within fifteen (115) the date that is five (5) business days after Purchaser receives demand therefor, deposits with Landlord a sum of money sufficient to pay the written notice from Seller as described in clause (z) above or (2) difference between the Closing Date, in which event cost of repair and the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes proceeds of the immediately preceding sentence, an “uninsured loss” insurance available to Landlord for such purpose. (d) In no event shall include, but not Landlord be limited to, liable for any loss or portion thereof that is not covered damage sustained by insurance Tenant, nor shall Tenant be liable for any loss or falls under damage sustained by Landlord, by reason of casualties mentioned hereinabove or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Dateany other accidental casualty.

Damage. (a) In the event of any material damage to or destruction of the Improvements Premises, the Building, or Tenant's other Alterations, or any portion thereof, Purchaser mayduring the Term by fire, at its option explosion or other casualty ("Damage"), this Lease will not terminate unless Landlord determines that it will take Landlord more than ninety (90) days to repair and restore the Premises to the same condition they are in on the date hereof, in which event Landlord may terminate this Lease by notice to Seller given within ten Tenant. (10b) days after Seller notifies Purchaser Unless this Lease is terminated pursuant to PARAGRAPH 12(A), and except as expressly provided to the contrary in this Lease, in the event of any Damage to the Premises: (i) this Lease shall remain in full force and effect and to the extent possible, Tenant shall remain in possession of the Premises, and (ii) whether or not any insurance proceeds are available or adequate for such purposes and regardless of the dollar amount of such damage or destruction (andloss, if necessaryat Tenant's own sole cost and expense, Tenant shall repair, refixture, restock and otherwise restore the Closing Date Premises to the same condition they were in before such fire or other casualty. Due allowance, however, shall be extended to give Purchaser the full ten (10) day period to make given for a reasonable time required for adjustment and settlement of insurance claims and for such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (other delays as may result from government restrictions and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurancecontrols on construction, if any, applicable and for strikes, national emergencies, and other conditions beyond the control of the parties. (c) Any restoration required to any period on and be performed by Tenant under this PARAGRAPH 12 shall be commenced by Tenant promptly after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repairdestruction, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined diligently and continuously pursued to completion and shall be completed by Seller. If the Improvements are not materially damaged, then Purchaser Tenant in a good and workmanlike manner and in accordance with all Legal Requirements. (d) Tenant shall not (except as otherwise expressly provided below) have the no right to terminate this Agreement, but Seller shall, at its cost, repair Lease or to have the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) other charges due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to hereunder abated despite the occurrence of Damage to the then scheduled Closing DatePremises, the Building or Tenant's other Alterations, even if such Damage prevents the conduct of Tenant's business on the Premises. No compensation, claim, or diminution of Rent will be allowed or paid by Landlord by reason of inconvenience, annoyance, or injury to business arising from any such Damage or the necessity of repairing the Premises or the Building, however the necessity may occur.

Damage. In (a) If the event of any material damage to Demised Premises should by damaged or destruction of the Improvements or any portion thereofdestroyed by fire, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above)tornado, or other casualty, LESSEE shall give immediate written notice thereof to LESSOR. (iib) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damagedDemised Premises should be totally destroyed by fire, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreementtornado, but Seller shallhurricane or other casualty, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, or if they should be so damaged that rebuilding or repairs cannot be completed before the Closing or if Seller otherwise elects within one hundred eighty (in Seller’s sole discretion180) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and days after the Closing Date) due Seller as a result date upon which LESSOR is notified by LESSEE of such damage, this lease shall terminate and the rent shall be abated during the unexpired portion of this lease, effective upon the date of the occurrence of such damage. (c) If the Demised Premises should be damaged by fire, tornado, or other casualty, and such damage being not caused by the negligence or destruction default of the LESSEE or the LESSEE's agents, servants, employees or visitors, but only to such extent that rebuilding or repairs can be completed within one hundred eighty (less any amounts expended 180) days after the date upon which LESSOR is notified by Seller for repairs made by Seller LESSEE of such damage, this lease shall not terminate, but LESSOR shall proceed with reasonable diligence to rebuild and repair the Demised Premises, to substantially the same condition in which they existed prior to Closing). For the purposes of this Agreementsuch damage, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) except that LESSOR shall not be required to rebuild, repair or replace any part of the Purchase Price partitions, fixtures and other improvements which may have been placed on the Demised Premises by LESSEE. If the Demised Premises are untenantable in whole or in part following such damage, the rent payable hereunder during the period in which they are untenantable shall be proratably reduced to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more extent of the rentable usable square footage of the Property Demised Premises. In the event that LESSOR should fail to terminate their Leases pursuant to complete such repairs and rebuilding within one hundred eighty(180) days after the terms thereof (unless a sufficient number date upon which LESSOR is notified by LESSEE of such tenants waive in writing their right damage, subject to terminate, no later than two (2) business days prior to the last day upon which Purchaser force majeure LESSEE may elect to at its option terminate this Agreement pursuant lease by delivering written notice of termination to this Section 4.2LESSOR as LESSEE's exclusive remedy, such that tenants with remaining termination rights lease in whereupon all fights and obligations hereunder shall cease and terminate as of the aggregate less than such twenty percent date of the notice of termination. (20%d) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) the holder of an uninsured loss reasonably estimated any indebtedness secured by a mortgage to secure debt covering the Demised Premises requires that any portion of the insurance proceeds be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not applied to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage)indebtedness, then Purchaser may LESSOR shall have the right to terminate this Agreement lease by delivering written notice of termination to Seller prior LESSEE, whereupon all rights and obligations hereunder shall cease. (e) Any insurance which may be carried by LESSOR or LESSEE against loss or damage to the earlier to occur of (1) Demised Premises and other improvements situated on the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money Demised Premises shall be returned to Purchaser and such termination shall otherwise be as provided in for the last four (4) sentences of Subsection 2.2.1 above. For the purposes sole benefit of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, party carrying such insurance and under its sole control. (f) Each of LESSOR and LESSEE hereby releases the other from any and all liability or responsibility to the other or anyone claiming through or under them by way of subrogation or otherwise for any loss or portion thereof that is not damage to property caused by fire or any of the casualties covered by the insurance maintained hereunder, even if such fire or falls under other casualty shall have been caused by the fault or within the deductible amount negligence of the relevant insurance policy other party, or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (anyone for whom such date, the “Uninsured Loss Determination Date”)party may be responsible; provided, however, that if this release shall be applicable and in force and effect only with respect to loss or damage occurring during such times as the Uninsured Loss Determination Date has releasor's policies shall contain a clause or endorsement to the effect that any release shall not occurred as adversely affect or impair said policies or prejudice the right of the Closing Date, then Purchaser releasor to recover thereunder and shall be applicable only up to amount of said insurance. Each of LESSOR and LESSEE agrees that it will request its insurance carriers to include in its policies such a clause or Seller may elect to extend endorsement. (g) LESSOR shall maintain standard fire and extended coverage insurance covering the Closing Date until building of which the date that is five Demised Premises are in part in an amount not less than one hundred (5100%) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence per cent of the then scheduled Closing Datereplacement cost thereof.

Damage. In (a) If the event of any material Building, Land or Premises are damaged by fire or other casualty, and this Lease is not terminated, as provided in clause 14(b) below, Landlord shall repair the damage at no expense to or destruction Tenant to the extent of the Improvements Base Building Improvements, as described herein, with reasonable promptness after notice to it of the damage; provided, however, that Landlord shall not be required to repair or replace any of Tenant’s property or any portion alterations made by Tenant in the Premises, including the Tenant Improvements. In such event, Landlord shall provide to Tenant an amount equal to the Tenant Allowance and other similar allowances provided by Landlord to Tenant hereunder to improve and build-out space as a part of expansions of the space leased by Tenant under this Lease, to be disbursed as described herein, and Rent shall xxxxx for the Premises, or portions thereof, Purchaser may, at its option by notice from the date of the damage until the earlier date to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either occur of: (i) terminate this Agreement, in which event the Xxxxxxx Money date Tenant occupies any portion of the Premises for the purposes of conducting its business therein (but not the Independent Contract Consideration) shall be immediately returned as to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 aboveportion only), or (ii) proceed under this Agreement, receive an assignment if four (4) or less floors of the payment Premises are damaged by the casualty, one hundred twenty (120) days after Landlord has substantially completed the restoration of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on the Base Building Improvements and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject provides access to the limitations hereinPremises to Tenant so that work on Tenant Improvements can commence therein, with Tenant having an additional fifteen (15) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller days prior to Rent commencement under such circumstances for every additional floor so damaged by the Closing casualty in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policiesquestion so that restoration thereof is required; provided, however, any final settlement if one of the floors damaged in such claim casualty is the 20th floor of the Building, then Tenant shall have, as to that floor only, an additional thirty (30) days after Landlord turns over such space to Tenant in accordance with the above, prior to Rent commencement for such floor. All of the Rent commencement dates set forth above shall be determined extended by SellerLandlord Delay and Tenant Force Majeure Items. If the Improvements are not materially damaged, then Purchaser Tenant shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair work on the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) damaged areas of the Purchase Price to repair or (ii) that would permit tenants leasing in Premises at the aggregate twenty percent (20%) or more same time Landlord is working on the damaged areas of the rentable square footage of Building and each shall cause its respective contractor to cooperate with one another in such efforts. (b) If the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminateBuilding, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2Land or Premises are substantially damaged by fire or other casualty, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser Landlord may terminate this Agreement Lease by delivering written notice to Seller prior to the earlier to occur of Tenant within forty-five (145) days after the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” damage and this Lease shall include, but not be limited to, any loss or portion thereof that is not covered terminate upon the thirtieth (30th) day after such notice by insurance or falls under or within which date Tenant shall vacate and surrender the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior Premises to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”)Landlord; provided, however, that Landlord may terminate this Lease in such circumstances only if Landlord terminates all other leases in the Uninsured Loss Determination Date Building which Landlord has the right to terminate. If this Lease is terminated by Landlord in accordance with this clause 14(b), Tenant shall not be responsible for any Rent allocable to the period commencing after the date of the damage, and Landlord shall refund to Tenant any Rent paid by Tenant allocable to such period along with the notice of termination. The Building, Land or Premises (whether or not the Premises are damaged) shall be deemed substantially damaged if (1) Landlord is required to expend for repairs more than forty-five percent (45%) of the replacement value of the Building immediately prior to the damage, or (2) repair by Landlord in the manner set forth in clause 14(a) above, is not possible in accordance with Landlord’s reasonable estimate, within one hundred eighty (180) days following the date of the damage. (c) If the Building, Land or Premises are damaged by fire or other casualty and this Lease has not occurred as been terminated and Landlord does not substantially complete the repair or restoration of the Closing DateBuilding, then Purchaser Land or Seller Premises to the extent required under clause 14(a) above within (x) one hundred eighty (180) days after the date of the casualty, or (y) such longer period as Tenant accepts, Tenant may elect terminate this Lease by notice to extend Landlord given at any time after the Closing Date end of the one hundred eighty (180) day or longer period, as applicable. If the completion of repairs is delayed by Tenant or Tenant’s Representatives, the foregoing one hundred eighty (180) day or longer period, as applicable, shall be extended to the extent of such delay. Termination shall be effective thirty (30) days after such notice is given unless Landlord shall substantially complete the repair or restoration within the thirty (30) day period, in which case Tenant’s notice of termination shall be deemed withdrawn. If this Lease is terminated by Tenant in accordance with this clause 14(c), the Rent shall be equitably xxxxx from the date of damage until the date that of termination. This Section 14 is five (5) business days after intended to provide the Uninsured Loss Determination Date occurs provided Seller delivers written notice only remedies available to Purchaser Tenant for damage caused by casualty and, therefore, to the extent permitted by law, Tenant waives the provision of any Laws which would provide alternative or additional remedies in the event of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Datedamage.

Damage. (i) Within sixty (60) days after a partial destruction of either the Leased Premises, the Building, or the Property (as defined in Article 10.1(f)), subject to Force Majeure and provided there is not then in existence an Event of Default, Landlord shall notify Tenant in writing of the date by which Landlord estimates in good faith that reconstruction of the Premises shall be complete (the "Completion Date"). If the Completion Date is more than one hundred fifty (150) days after the end of the sixty (60) day period, Tenant shall have the right, as its sole and exclusive remedy, to terminate this Lease by delivering to Landlord, within thirty (30) days after receipt by Tenant of Landlord's notice, written notice of termination, which termination shall be effective thirty (30) days after the end of the sixty (60) day period. Failure by Tenant to terminate this Lease within such thirty (30) day period shall be deemed a waiver by Tenant of such termination right. (ii) In the event that Tenant shall not have provided Landlord with notice of any material damage to or destruction termination within the thirty (30) day period, Landlord shall thereafter promptly commence the repair, reconstruction and restoration of the Improvements Leased Premises, the Building or any portion thereofthe Property, Purchaser mayas applicable, at and shall diligently prosecute the same until completion. If Landlord shall not have completed reconstruction of the Leased Premises, Building or Property, as applicable, on or before the Completion Date, Tenant shall have the right, as its option sole and exclusive remedy, to terminate this Lease by notice delivering to Seller given Landlord, within ten thirty (1030) days after Seller notifies Purchaser the Completion Date, written notice of such damage or destruction (andtermination, if necessary, the Closing Date which termination shall be extended to give Purchaser the full ten effective thirty (1030) day period to make days after receipt by Landlord of Tenant's notice of termination unless Landlord shall have completed such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (repairs and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller restoration prior to the Closing in connection with the repair expiration of such damagethirty (30) day period. Purchaser In the event that Tenant shall have given Landlord notice of termination and Seller Landlord shall collaboratively work together to file such claim for all not have completed reconstruction of the damage which may reasonably be claimed under Leased Premises, Building or Property prior to the insurance policy or insurance policies; providedexpiration of the thirty (30) day period, however, any final settlement of such claim Tenant shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, continue to occupy the Leased Premises (but Seller shall, at its cost, repair only to the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result extent of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred occupancy as of the Closing Date, then Purchaser or Seller may elect date Tenant delivers to extend the Closing Date until the date that is five Landlord such notice of termination) for a period of ninety (590) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser end of such election to extend thirty (30) day period at the Closing Date prior to the occurrence of the Annual Basic Rent then scheduled Closing Date.in effect under Article 1.12 and such

Damage. In (a) If the event of any material damage to Building, Land or destruction of the Improvements Premises are damaged by fire or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate other casualty and this Agreement, in which event the Xxxxxxx Money (but Lease is not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be terminated as provided in the last four (4) sentences of Subsection 2.2.1 above)below, or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser Landlord shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before at its expense (except for excess costs related to above- standard leasehold improvements in the Closing in a manner reasonably satisfactory Premises which shall be at Tenant's expense), with reasonable promptness after notice to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) it of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if Landlord shall not be required to repair or replace any of Tenant's property or any alteration or improvements made by Tenant. If the Uninsured Loss Determination Date has not occurred as Premises are damaged by fire or other casualty, then to the extent that the Premises are rendered untenantable, the Rent shall equitably xxxxx from the date of the Closing Date, then Purchaser or Seller may elect damage to extend the Closing Date until the date that the damage is five repaired. If repairs are delayed in any way by Tenant (5b) business If the Building, Land or Premises are substantially damaged by fire or other casualty, Landlord may terminate this Lease by notice to Tenant within 90 days after the Uninsured Loss Determination Date occurs provided Seller delivers written date of the damage and this Lease shall terminate upon the 30th day after such notice by which date Tenant shall vacate and surrender the Premises to Purchaser Landlord. The Rent shall be equitably prorated to the date of such election termination. The Building, Land or Premises (whether or not the Premises are damaged) shall be deemed substantially damaged if: (1) Landlord is required to extend expend for repairs more than 20 percent of the Closing Date replacement value of the Building immediately prior to the occurrence damage, or (2) repair is not possible in accordance with Landlord's reasonable estimate within 180 days following the date of the then scheduled Closing Datedamage. (c) If this Lease has not been terminated and Landlord does not substantially complete the repair or restoration of the Building, Land or Premises within 180 days after the date of the casualty, and if such failure has a material, adverse effect on Tenant's business in the Premises, Tenant may (provided such failure is not due to any fault of Tenant or Tenant's Representatives) terminate this Lease by notice to Landlord given within 10 days after the end of the 180-day period. Termination shall be effective 30 days after such notice is given unless Landlord shall substantially complete the repair or restoration within the 30-day period, in which case Tenant's notice of termination shall be deemed withdrawn. This Section is intended to provide the only remedies available to Tenant for damage caused by casualty and, therefore, to the extent permitted by Law, Tenant waives the provisions of any Laws which would provide alternative or additional remedies in the event of such damage.

Damage. In Except as otherwise provided in this Lease, if the event improvements located on the Premises are damaged and such damage was caused by fire or other peril covered by HOLA’s insurance, HOLA agrees to repair such damage to the extent set forth in this Section, and this Lease shall continue in full force and effect. If (1) such improvements are damaged as the result of any material damage to cause other than perils covered by HOLA’s insurance, or destruction (2) during the last twenty (20) years of the Improvements Term of this Lease such improvements are damaged as the result of fire or any portion thereofother perils covered by HOLA’s insurance, Purchaser mayand the cost to repair such damages (as determined by HOLA in good faith) shall exceed thirty-five percent (35%) of the full replacement cost of the improvements, at its option by notice to Seller given within or (3) during the last ten (10) days after Seller notifies Purchaser years of the Term of this Lease such improvements are damaged as a result of fire or other peril covered by HOLA’s insurance, and the cost to repair such damage or destruction (and, if necessary, the Closing Date as determined by HOLA in good faith) shall be extended to give Purchaser exceed fifteen percent (15%) of the full ten (10) day period to make such election)replacement cost of the improvements, then HOLA may, at HOLA’s option, either (i) terminate this Agreementrepair such damage as soon as reasonably practicable at HOLA’s sole cost and expense, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) this Lease shall be immediately returned to Purchaser (continue in full force and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above)effect, or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds give written notice to CITY within ninety (including calculated rent loss insurance, if any, applicable to any period on and 90) days after the Closing Date) due Seller as a result date of occurrence of such damage or destruction of HOLA’s intention to cancel and assume responsibility for such repair, and Purchaser shall terminate this Lease thirty (except as provided for below and subject to the limitations herein30) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all days after written notice of the damage which may reasonably be claimed under intention to cancel and terminate. Upon such termination, HOLA shall, ifrequested by CITY, complete demolition ofthe damaged Center or other damaged improvement. Notwithstanding the foregoing, while any Leasehold Mortgage remains outstanding, the use of insurance policy or insurance policies; provided, however, proceeds following a casualty and the determination to replace any final settlement of such claim damaged improvements shall be determined governed by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right Leasehold Mortgage and any documents related to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing DateLeasehold Mortgage.

Damage. In If the event building in which the Premises is located ------ and/or the parking garage or other Common Facilities shall be damaged or destroyed by fire or other casualty, LESSOR, at LESSOR'S sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such buildings, the parking garage or other Common Facilities, and other improvements, so as to restore the Premises building and/or the parking garage and other improvements to the condition in which they were immediately prior to such damage or destruction to the extent reasonably practical. The net proceeds of any material damage to or destruction of the Improvements or any portion thereof, Purchaser may, at its option insurance recovered by notice to Seller given within ten (10) days after Seller notifies Purchaser reason of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment excess of the payment cost of any adjusting the insurance claim and collecting the insurance proceeds (including calculated rent loss insurancesuch excess being referred to herein as the "Net Insurance Proceeds") shall, if anysuch Net Insurance Proceeds exceeds Five Million and No/Dollars ($5,000,000.00), be held by the LESSOR'S mortgagee (provided that such Mortgagee is a bank, savings association, insurance company or other similar institutional lender having capital surplus and undivided profits of at least $50,000,000.00; herein called "Institutional Lender"), or, if no Institutional Lender then holds a mortgage lien, or deed to secure debt on the building , by any escrow agent which is reasonably acceptable to LESSOR and LESSEE; and the Net Insurance Proceeds shall be released for the purpose of paying the fair and reasonable cost of restoring such building, garage and other improvements. Such Net Insurance Proceeds shall be released to LESSOR, or to LESSOR'S contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to LESSEE, LESSOR and LESSOR'S mortgagee (if the mortgagee so requires), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises the parking garage and other improvements, LESSOR shall be obligated to pay such deficiency and the amount of any period on such deductible. If the Net Insurance Proceeds are less than Five Million Dollars ($5,000,000.00), such Net Insurance Proceeds may be held by LESSOR and after used by LESSOR to pay the Closing Datefair and reasonable cost of restoring such building and other improvements. If the Net Insurance Proceeds (regardless of the amount thereof) due Seller as a result exceed the full cost of the repair, rebuilding or replacement of the damaged building or other improvements, then the amount of such damage excess Net Insurance Proceeds shall be paid to LESSOR or destruction and assume responsibility for retained by the insurance carrier upon the completion of such repair, rebuilding or replacement. Rent shall xxxxx proportionally during restoration. In the event that, in the opinion of an architect retained by LESSEE and Purchaser shall (except as provided for below and subject acceptable to LESSOR, the limitations herein) receive a credit at Closing for any deductiblePremises cannot be restored within 180 days of commencement of restoration, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred then LESSEE may, by Seller written notice to LESSOR delivered prior to the Closing in connection with the repair commencement of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; providedrestoration, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing DateLease.

Damage. In case of damage to the event Premises or any part thereof, Tenant shall promptly give written notice thereof to Landlord and, if and only if the available insurance proceeds plus the amount of any material damage deductible are sufficient, Tenant shall be obligated to restore, repair, replace, rebuild or destruction of alter the Improvements or any portion thereof, Purchaser may, at same as nearly as possible (subject to then prevailing zoning and building codes and ordinances) to its option by notice condition immediately prior to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (andthe "Restoration"). In the event that the available insurance proceeds plus the amount of any deductible are not sufficient for the restoration, if necessary, the Closing Date Tenant shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment notify Landlord of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on same and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured lossdeficiency and whether or not Tenant, based upon reasonable contractor repair/restoration estimates obtained by Seller at its option, elects to proceed with the Restoration at is cost and expense. If Tenant declines to proceed with the Restoration within ninety (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as 90) days after Landlord's receipt of notice from Tenant of the Closing Dateamount of the deficiency, then Purchaser this lease shall terminate and the proceeds of the insurance shall be paid to the parties as their interest may appear. The determination as to whether or Seller may elect to extend not the Closing Date until available insurance proceed plus the date that is five amount of any deductible are sufficient for the Restoration shall be made within sixty (560) business days after the Uninsured Loss Determination Date occurs provided Seller delivers amount of available insurance proceeds has been determined on the basis of the average of three written notice to Purchaser estimates from contractors licensed in the State of such election to extend the Closing Date prior Michigan as to the occurrence cost of the then scheduled Closing DateRestoration, which estimates shall be the obligation of the Tenant to obtain and shall be furnished to the Landlord along with Tenant’s notice of a deficiency.

Damage. In If the event of Premises are damaged or destroyed in whole or in part by any material damage fire or other casualty during the Term hereof, Landlord will repair and restore the same to good tenantable condition with reasonable dispatch (not to exceed two hundred seventy (270) days), the rent herein provided for shall xxxxx entirely in case the entire Premises are untenantable and prorata on an equitable basis for the portion rendered untenantable, in case a part only is untenantable, until the same shall be restored to a tenantable condition. If such repairs cannot, in Landlord’s reasonable opinion, be made with two hundred seventy (270) days, then either Landlord or destruction Tenant (without payment of the Improvements or any portion thereofTermination Fee) shall have the right, Purchaser may, at its option by written notice given to Seller given the other within ten seventy five (1075) days after Seller notifies Purchaser the date of the damage or destruction, to terminate this Lease as of the date of the damage or destruction and any rent attributable to a period of time after such damage or destruction (and, if necessary, the Closing Date shall be extended remitted by Landlord to give Purchaser the full ten Tenant. Landlord shall, within forty five (1045) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and days after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repairgive Tenant written notice as to whether, and Purchaser in Landlord’s reasonable opinion, the Premises can be restored within two hundred seventy (270) days after the date of the damage or destruction. If neither party elects to terminate this Lease pursuant to this Section 11.01, Landlord shall (except as provided for below and repair the Premises in accordance with this Section 11.01. The foregoing shall be subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the following: (i) if Tenant shall fail to adjust its own insurance policy or insurance policies; providedto remove its damaged goods, howeverwares, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damagedequipment or property within a reasonable time, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result thereof the repairing and restoration is delayed, there shall be no abatement of rental during the period of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or resulting delay; (ii) that would permit tenants leasing in there shall be no abatement of rental if such fire or other cause damaging or destroying the aggregate twenty percent Premises shall result from the negligence or willful act of Tenant, its agents, servants, licensees, or employees; (20%iii) or more that if Tenant shall use any part of the rentable square footage Building other than the Premises for storage, during the period of repair, a reasonable charge shall be made therefore against Tenant; (iv) that in case the Premises or the Building shall be destroyed to the extent of more than one-half (1/2) of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminatefull insurable value thereof, no later than two (2) business days prior to the last day upon which Purchaser Landlord may elect to at its option terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with Lease forthwith by a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is Tenant within forty five (545) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence date of the then scheduled Closing Datedamage or destruction.

Damage. 12.01 INSURED LOSS shall herein mean damage or destruction which was caused by an event required to be covered by the insurance described in Section 11. 12.02 In the event the Building is damaged or destroyed to the extent of less than fifty percent (50%) of the replacement value thereof, Landlord, at its sole cost and expense, unless it elects to terminate this Lease pursuant to this Section 12, will proceed with reasonable speed to repair the Premises or the Building, as the case may be (i) to a condition substantially equal to the condition of the Premises or the Building existing immediately prior to such damage or destruction, (ii) pursuant to all applicable requirements of law and duly constituted governmental authority, and (iii) in the case of the Premises, in accordance with specifications, working plans and drawings prepared by Landlord, at its sole cost and expense, and approved in advance by Tenant, which appeal shall not be unreasonably withheld or delayed. The building insurance proceeds under the policies maintained by Tenant shall be applied toward the cost of all repairs and restoration Landlord is required to make under this Section 12.02 and such repairs and restoration proceeds shall be available to the Landlord to facilitate such repairs and restoration of the Premises. Tenant shall reimburse Landlord for any amounts not covered by the insurance proceeds. In the event the Building is damaged or destroyed to the extent of more than fifty percent (50%) of the replacement value thereof, Landlord will have the right to elect to demolish, rebuild or reconstruct the Building if it is damaged by fire or other casualty and, if Landlord so elects, whether or not the Premises have been damaged, this Lease may be terminated by Landlord upon written notice to the Tenant and the rent will be adjusted to the date of the fire or other casualty. In the event of any material damage the Building is damaged or destroyed to or destruction the extent of more than fifty percent (50%) of the Improvements or any portion replacement value thereof, Purchaser mayTenant shall have the right to terminate the Lease, by written notice, and the rent will be adjusted to the date of the fire or other casualty. If such damage makes the Premises untenantable and was not caused by any act, neglect or default of Tenant, its servants, agents, employees, visitors or licensees, there will be an equitable abatement of rent for the period during which and to the extent that the Premises are untenantable and until Landlord fully repairs and restores the Premises and the Building to a condition substantially equal to the condition thereof which existed immediately prior to that fire or other casualty (or to the condition otherwise approved by Tenant). If repair of the Premises is delayed by Tenant's failure to adjust its own insurance claim, there will be no abatement of rent for the period of such delay. Notwithstanding anything to the contrary contained herein, in the event Landlord has not completed the repairs and restoration of the Premises and/or the Building within eight (8) months after the date such damage and such delay is not the result of Tenant's failure to provide the necessary insurance proceeds to repair such damage or destruction, then Tenant, at its option by notice to Seller given within option, may cancel and terminate this Lease upon ten (10) days after Seller notifies Purchaser of such damage or destruction (andwritten notice to Landlord. Further, if necessary, the Closing Date Building shall be extended damaged or destroyed to give Purchaser the full ten extent of more than thirty-five percent (1035%) day period to make such election)of the replacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, as the same may have been extended, either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) Landlord or Tenant shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair Lease as of the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result date of such damage or destruction by giving written notice to the other party within thirty (less any amounts expended by Seller for repairs made by Seller prior 30) days following such damage or destruction, unless Tenant, within thirty (30) days following the receipt of such notice from Landlord shall exercise an option to Closing). For extend the purposes Term of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases Lease pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate Section 2 hereof. If this Agreement Lease is terminated pursuant to this Section 4.212, such that tenants with remaining termination rights lease in Landlord and Tenant shall each be released from its respective liability and obligations hereunder accruing from and after the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount date of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above damage or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Datedestruction.

Damage. In the event that the Building or Premises are damaged for any reason whatsoever and Tenant is unable, in Tenant's reasonable business judgement, to carry on its normal business operations for a period of any material damage to or destruction of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten forty five (1045) days after Seller notifies Purchaser of such damage or destruction (andmore, if necessary, the Closing Date Tenant's shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this AgreementLease by giving written notice of such termination to the Landlord no later than thirty (30) days after the occurrence of such damage. Upon such termination, Tenant's obligations hereunder and each of them, including the obligation to pay rent, shall cease and determine as of the day the Premises were so damaged. If in Tenant's reasonable business judgement, it is unable to carry on its normal business operations for a period of less than forty five (45) days because of such damage, rent shall abatx (xx any free rent period provided for in Paragraph 3 hereof shall be extended) for the period the Premises are untenantable. In the event the Premises are partially damaged by fire or other casualty and Tenant shall determine that it is able to carry on its normal business operations, Tenant shall pay rent for only such portion of the Premises which Tenant in its determination may reasonably occupy during the time required to make repairs. All repairs necessary to restore the Premises to its original condition shall be: (a) commenced within thirty (30) days after the occurrence of such damage; (b) performed in a diligent and workmanlike manner with material of at least the same quality utilized originally in the construction of the Premises; (c) completed by Landlord at Landlord's sole expense with a minimum of interference with Tenant's normal business operations. If in Tenant's determination Landlord shall not have performed any of the above obligations in strict compliance therewith, then Tenant may, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs canshall not be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete required to, undertake such repairsobligations, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller all costs and expenses incurred by Tenant as a result of such damage thereof may be deducted from any rent or destruction (less any amounts expended by Seller for repairs made by Seller prior other payment due or to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Datebecome due hereunder.

Damage. 12.01 If any part of the Premises or the Building is damaged by fire or other casualty, Landlord, at its sole cost and expense, unless it elects to terminate this Lease pursuant to this Section 12, will proceed with reasonable speed to repair the Premises or the Building, as the case may be (i) to a condition substantially equal to the condition of the Premises or the Building existing immediately prior to such damage or destruction, (ii) pursuant to all applicable requirements of law and duly constituted governmental authority, and (iii) in the case of the Premises, in accordance with specifications, working plans and drawings prepared by Landlord, at its sole cost and expense, and approved in advance by Tenant, which appeal shall not be unreasonably withheld or delayed. If such damage makes the Premises untenantable and was not caused by any act, neglect or default of Tenant, its servants, agents, employees, visitors or licensees, there will be an equitable abatement of rent for the period during which and to the extent that the Premises are untenantable and until Landlord fully repairs and restores the Premises and the Building to a condition substantially equal to the condition thereof which existed immediately prior to that fire or other casualty (or to the condition otherwise approved by Tenant). In the event the Building is damaged or destroyed to the extent of any material damage to or destruction more than fifty percent (50%) of the Improvements or any portion replacement value thereof, Purchaser mayLandlord will have the right to elect to demolish, rebuild or reconstruct the Building if it is damaged by fire or other casualty and, if Landlord so elects, whether or not the Premises have been damaged, this Lease may be terminated by Landlord upon written notice to Tenant and the rent will be adjusted to the date of the fire or other casualty. If repair of the Premises is delayed by Tenant's failure to adjust its own insurance claim, there will be no abatement of rent for the period of such delay. Notwithstanding anything to the contrary contained herein, in the event Landlord has not completed the repairs and restoration of the Premises and/or the Building within eight (8) months after the date of such damage or destruction, then Tenant, at its option by notice to Seller given within option, may cancel and terminate this Lease upon ten (10) days after Seller notifies Purchaser of such damage or destruction (andwritten notice to Landlord. Further, if necessary, the Closing Date Building shall be extended damaged or destroyed to give Purchaser the full ten extent of more than thirty-five percent (1035%) day period to make such election)of the replacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, as the same may have been extended, either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) Landlord or Tenant shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair Lease as of the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result date of such damage or destruction by giving written notice to the other party within thirty (less any amounts expended by Seller for repairs made by Seller prior 30) days following such damage or destruction, unless Tenant, within thirty (30) days following the receipt of such notice from Landlord shall exercise an option to Closing). For extend the purposes Term of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases Lease pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate Section 2 hereof. If this Agreement Lease is terminated pursuant to this Section 4.212, such that tenants with remaining termination rights lease in Landlord and Tenant shall each be released from its respective liability and obligations hereunder accruing from and after the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount date of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above damage or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Datedestruction.

Damage. Risk of loss up to and including the Closing Date shall be borne by Seller; provided, however, that Seller shall have no obligation to rebuild the Property. In the event of any material damage to or destruction of the Improvements Property or any portion thereof, Purchaser Buyer may, at its option option, by notice to Seller given within ten thirty (1030) days after Seller notifies Purchaser Buyer is notified of such damage or destruction (and, and if necessary, necessary the Closing Date shall be extended to give Purchaser Buyer the full ten (10) 30 day period to make such election), either which election shall be deemed irrevocable): (i) terminate this Agreement, in which event Agreement and the Xxxxxxx Exxxxxx Money (but not the Independent Contract Considerationplus interest earned thereon) shall be immediately returned to Purchaser Buyer, (ii) if Seller agrees to rebuild the Property, extend the date of Closing by up to three hundred sixty-five (365) days to permit Seller to restore the Property to its previous condition (provided that, if the Property is not fully restored and repaired at the end of such termination three hundred sixty-five (365) day period, Buyer shall otherwise be as have the options provided in the last four (4i) sentences of Subsection 2.2.1 aboveand (iii) at such time), or (iiiii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of any such damage or destruction which have not been applied to the cost of restoration and repair of the Property and Buyer shall assume responsibility for all such repairrepairs, and Purchaser Buyer shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured deductible or Seller/self-insured coinsured amount under applicable property or casualty/liability said insurance policies less any costs or expenses incurred by policies. If Buyer elects to proceed under provision (iii) above, Seller prior to will cooperate with Buyer after the Closing to assist Buyer in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under obtaining the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by proceeds from Seller’s insurers. If the Improvements are Property is not materially damaged, then Purchaser Buyer shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Agreement if Seller shallagrees, at its cost, repair the damage before the Closing in a manner reasonably satisfactory and restore the Property to Purchaser its previous condition or, if repairs repair and restoration cannot reasonably be completed before the Closing, Buyer shall elect by written notice to Seller given at least ten (10) business days prior to the scheduled date of Closing, either to extend the date of Closing by up to ninety (90) days to permit Seller to restore the Property to its previous condition or if to receive an assignment from Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser at the payment Closing of any all insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of any such damage or destruction (less which have not been applied to the cost of restoration and repair of the Property and Buyer shall assume responsibility for all such repairs, with Buyer receiving a credit at Closing in an amount equal to any amounts expended by Seller for repairs made by Seller prior to Closing)applicable deductible. For the purposes of this Agreement, “material Material damage” and “materially damaged” means damage (i) based upon reasonable contractor reasonably exceeding $1,000,000.00 to repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Date.

Damage. In 18.1 If the event of any material Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage to or destruction of the Improvements or any portion thereofdestruction; provided, Purchaser mayhowever, at its option by notice to Seller given that if (i) in Landlord's judgment such repair and restoration cannot be completed within ten one hundred and twenty (10120) days after Seller notifies Purchaser the occurrence of such damage or destruction (andtaking into account the time needed for effecting a satisfactory settlement with any insurance company involved, if necessaryremoval of debris, the Closing Date shall be extended to give Purchaser the full ten (10preparation of plans and issuance of all required governmental permits) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage Premises is damaged and less than six (6) months would remain of the Property to terminate their Leases pursuant to Lease Term or any renewal thereof upon completion of the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminaterepairs, no later than two (2) business days prior to then Landlord shall have the last day upon which Purchaser may elect right, at its sole option, to terminate this Agreement Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. 18.2 If this Lease is terminated pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage)18.1 above, then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money all rent shall be returned to Purchaser and such termination shall otherwise be as provided in apportioned (based on the last four (4) sentences of Subsection 2.2.1 above. For the purposes portion of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss Premises which is usable after such damage or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (zdestruction) above on or prior and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is ten (10) business days after Seller obtains knowledge usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the amount of Premises and the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”)Building; provided, however, that if Landlord shall not be required to repair or restore the Uninsured Loss Determination Date has not occurred as contents of the Closing DatePremises, then Purchaser including without limitation, alterations-, decorations, furnishings, fixtures and equipment used or Seller may elect installed in the Premises by or on behalf of Tenant and any other personal property of Tenant. Tenant shall not be entitled to extend any compensation or damages from Landlord for loss of the Closing Date until use of the date that is five (5) business days after whole or any portion of the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of Premises or for any inconvenience or annoyance occasioned by any such election to extend the Closing Date prior damage, repair or restoration. 18.3 Notwithstanding anything herein to the occurrence contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the then scheduled Closing Datereplacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. In If the event premises are damaged from any cause prior to the closing, the SELLER shall have the option to repair or not to repair the same, and shall give written notice of any material damage SELLER'S election to or destruction of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given BUYER within ten five (105) days after Seller notifies Purchaser the damage, or on the date of closing, whichever occurs first. If the SELLER elects to repair the same, SELLER shall promptly and in good faith undertake to do so. If the repairs cannot be completed by the closing date but can be completed, according to reasonable expectations, within thirty (30) days thereafter, the SELLER shall have the right, on written notice to the BUYER on or before the closing date, to an adjournment of the closing for a period not exceeding thirty (30) days for such purpose. If the premises are not in or restored to substantially their present condition, reasonable wear and tear excepted, and subject to minor casualty damage to the real property or improvements other than buildings, on the closing date, or adjourned closing date, the BUYER shall have the option of: a) Accepting title to the premises in their damaged condition and receiving a credit on the purchase price equal to any insurance monies paid or to be paid to the SELLER on account of such damage loss, or destruction (and, if necessary, an assignment of the Closing Date shall be extended SELLER'S rights to give Purchaser the full ten (10receive same; or b) day period to make such election), either (i) terminate Canceling this Agreementcontract, in which event the Xxxxxxx Money (but not SELLER shall refund to the Independent Contract Consideration) BUYER all payments made on the purchase price, and neither party shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed have any further liability under this Agreement, receive an assignment contract and the same shall become void and of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Sellerno effect. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have SELLER has notified the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) BUYER of SELLER'S election not to commence or complete such repairsrepair, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is BUYER shall have five (5) business days after Purchaser receives such notice within which to notify the written notice from Seller as described in clause SELLER that BUYER will accept title pursuant to Subparagraph (za) above or above; otherwise the BUYER will be deemed to have canceled this contact under Subparagraph (2b) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Date.

Damage. In the event of any material damage to or destruction of the Improvements or any portion thereofIf, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for closing date, all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall immediately give notice to terminate their Leases pursuant to the terms thereof (unless a sufficient number Buyer of such tenants waive in writing their right to terminate, no later than two fact and at Buyer's option (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or exercised within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after such Seller's notice), this Agreement shall terminate, in which event neither party will have any further obligations under this agreement and the Xxxxxxx Money, together with any accrued interest, shall be refunded to Buyer. If Buyer fails to elect to terminate despite such damage, or if the Property is damaged but not substantially, Seller obtains knowledge shall perform the prompt repair of such damage or destruction and the return of the amount Property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date then there shall be no reduction in the purchase price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the uninsured lossClosing Date but Seller is diligently proceeding to repair, based upon reasonable contractor repair/restoration estimates obtained by then Seller (shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such date, the “Uninsured Loss Determination Date”)damage after repair is completed; provided, however, that if Buyer shall have the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect right to extend delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage, then Buyer shall have the date that is five right to require closing to occur and the purchase price (5and specifically the cash portion payable at the Closing Date) business days after shall be reduced by the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser cost of such election repair, or at Buyer's option, Seller shall assign to extend Buyer all right to receive the Closing Date prior proceeds of all insurance related to such damage and the occurrence purchase price shall remain the same (except that Buyer shall receive a credit of the then scheduled Closing Dateamount of any deductible under the applicable insurance policy). For purposes of this paragraph, the words "substantially damaged" means damage that would cost $1,000,000 or more to repair.

Damage. In (a) If the event of any material damage to Building, Land or destruction of the Improvements Premises are damaged by fire or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate other casualty and this Agreement, in which event the Xxxxxxx Money (but Lease is not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be terminated as provided in the last four (4) sentences of Subsection 2.2.1 above)below, or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser Landlord shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before at its expense (except for excess costs related to above-standard leasehold improvements in the Closing in a manner reasonably satisfactory Premises which shall be at Tenant's expense), with reasonable promptness after notice to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) it of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if Landlord shall not be required to repair or replace any of Tenant's property or any alteration or improvements made by Tenant. If the Uninsured Loss Determination Date has not occurred as Premises are damaged by fire or other casualty, then to the extent that the premises are rendered untenantable, the Rent shall equitably abatx xxxm the date of the Closing Date, then Purchaser or Seller may elect damage to extend the Closing Date until the date that the damage is five repaired. If repairs are delayed in any way by Tenant or Tenant's Representatives, the damage shall be deemed repaired for purposes of this Section on the date when they would have been repaired but for such delay. (5b) business If the Building, Land or Premises are substantially damaged by fire or other casualty, landlord may terminate this Lease by notice to Tenant within 90 days after the Uninsured Loss Determination Date occurs provided Seller delivers written date of the damage and this Lease shall terminate upon the 30th day after such notice by which dated Tenant shall vacate and surrender the Premises to Purchaser Landlord. The Rent shall be equitably prorated to the date of such election termination. The Building, Land or Premises (whether or not the Premises are damaged) shall be deemed substantially damaged if: (1) Landlord is required to extend expend for repairs more than 20 percent of the Closing Date replacement value of the Building immediately prior to the occurrence damage, or (2) repair is not possible in accordance, with landlord's reasonable estimate within 180 days following the date of the then scheduled Closing Datedamage. (c) If this Lease has not been terminated and Landlord does not substantially complete the repair or restoration of the Building, Land or Premises within 180 days after the date of the casualty, and if such failure has a material, adverse effect on Tenant's business in the Premises, Tenant may (provided such failure is not due to any fault of Tenant or Tenant's Representatives) terminate this Lease by notice to Landlord given within 10 days after the end of the 180-day period. Termination shall be effective 30 days after such notice is given unless Landlord shall substantially complete the repair or restoration within the 30-day period, in which case Tenant's notice of termination shall be deemed withdrawn. This Section is intended to provide the only remedies available to Tenant for damage caused by casualty and, therefore, to the extent permitted by Law, Tenant waives the provisions of any Laws which would provide alternative or additional remedies in the event of such damage.

Damage. If, prior to the Closing Date, all or any part of the Improvements are substantially damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. Thereafter, at Purchaser's option (to be exercised by Purchaser's written notice to Seller given within thirty (30) days after Seller's initial notice to Purchaser), this Agreement shall terminate. In the event of any material damage to or destruction such termination of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, neither party will have any further obligations under this Agreement (other than the obligations set forth in Sections 3(b), 14 and 15 hereof, which event obligations shall survive any such termination), and the Xxxxxxx Money shall be refunded to Purchaser provided Purchaser is not in breach or default hereunder beyond any applicable grace or cure period, and Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to evidence such termination including, without limitation, a quit claim deed. If Purchaser fails to elect to terminate (in the manner provided in this Section 12) despite such damage, or if the Improvements are damaged but not the Independent Contract Consideration) substantially, Seller shall be immediately returned promptly commence to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of repair such damage or destruction and assume responsibility for to return the Improvements to substantially their condition prior to such repair, and Purchaser damage. If such damage shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller be completely repaired prior to the Closing Date, then there shall be no reduction in connection with the repair Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. Purchaser and Seller shall collaboratively work together to file If such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller completely repaired prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event but Seller is diligently proceeding to repair, then Seller shall complete the Xxxxxxx Money repair after the Closing Date and shall be returned entitled to Purchaser and receive the proceeds of all insurance related to such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”)damage; provided, however, that if Purchaser shall have the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect right to extend delay the Closing Date until repair is completed. For purposes of this Section 12, the date words "substantially damaged" mean damage that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice would cost $250,000 or more to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Daterepair, as reasonably determined by Seller.

Damage. In If the event Leased Premises is damaged by any casualty covered by County's insurance policy described in Section 14 above, County shall with reasonable diligence after the settlement and recovery of any material damage to or destruction of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of insurance proceeds for such damage or destruction (and, and if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (permitted by applicable code and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below below, repair and subject restore the Leased Premises to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller same condition that existed immediately prior to the Closing in connection with damage. If any portion of the Leased Premises is rendered unusable, Tenant shall be entitled to a reasonable suspension or diminution of rent during the time required for restoration and repair of such damage. Purchaser and Seller shall collaboratively work together the Leased Premises that is proportionate to file such claim for all the portion of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by SellerLeased Premises rendered unusable. If the Improvements are Leased Premises is damaged to the extent of a twenty-five percent (25%) or more reduction in use of the property due to any casualty insured under fire or extended- coverage insurance, or if the Leased Premises is partially or totally destroyed by a casualty not materially damagedcovered by insurance, then Purchaser County shall, within a period not to exceed ninety (90) days, notify Tenant of County's election either to terminate this Lease or, at County's sole discretion, repair, rebuild, or restore the Leased Premises with reasonable diligence. Tenant understands that County is not obligated to repair or replace Tenant's property under any circumstances and that County will not carry insurance of any kind on improvements made or paid for by Tenant or on Tenant's furniture, furnishings, fixtures, or equipment removable by Tenant under the provisions under this Lease. If County elects to repair, rebuild, or restore the Leased Premises, or if the Leased Premises cannot be repaired or restored to Tenant's full operational status within one hundred eighty (180) days from County's notice of intent to repair, rebuild, or restore the Leased Premises, Tenant shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects Lease effective thirty (in Seller’s sole discretion30) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and days after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering giving written notice to Seller prior to the earlier to occur of (1) County. After the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and of such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such datetermination, the “Uninsured Loss Determination Date”); provided, however, that if parties shall have no further liability under the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing DateLease.

Damage. In (a) If the event of any material damage to Leased Premises is damaged by fire or destruction of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election)other catastrophe, either party may take reasonable steps to secure undamaged property from theft and additional damage. (ib) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be Except as provided in the last four subsection (4) sentences of Subsection 2.2.1 abovee), or (iiLandlord shall repair all damage to the Leased Premises and the Building including the improvements installed by any tenant(s) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and Building. Landlord shall commence the repair as soon as reasonably possible after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with diligently prosecute the repair of such damage. Purchaser and Seller until completion. (c) Rent shall collaboratively work together to file such claim for all xxxxx from the date of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1i) the 30th day after the repair has been substantially completed and the entire Leased Premises are available to Tenant and suitable for the Intended Uses; or (ii) the date Tenant resumes operation of its business throughout the entire Leased Premises. If the Leased Premises are repaired such that they are partially tenantable and Tenant determines to operate from the tenantable portion, Rent shall xxxxx only to the extent to and in proportion with the portion of the Building that is five not reasonably usable for the operation of Tenant's business consistent with Tenant's past practice. (5i) business days after Purchaser receives Notwithstanding the written notice from Seller as described in clause (z) above or (2) the Closing Dateforegoing, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be except as provided in subsection (e), if Landlord fails to substantially complete the repair within 180 days of the date the damage occurs, or if the damage occurs in the last four (4) sentences of Subsection 2.2.1 above. For the purposes 36 months of the immediately preceding sentenceterm, an “uninsured loss” shall include, but Tenant may elect to terminate the Lease and surrender the Leased Premises to Landlord. If Landlord has not be limited to, any loss or portion thereof that is not covered by insurance or falls under or substantially completed the repairs within the deductible amount 180 days of the relevant insurance policy or policies. Seller shall make date the election set forth damage occurred and if Tenant terminates this Lease pursuant to this subsection (d), Landlord agrees to immediately pay Tenant the then unamortized cost of Tenant's investment in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred Leased Premises as of the Closing Datedate Tenant elects to terminate the Lease, and Landlord's obligation shall survive the termination of the Lease. This Section shall govern in lieu of Section 227 of the Real Property Law. (ii) The following is an example of amortization; it is not intended to create or limit rights pursuant to this Lease. If X invests $100 in a leased premises on or before the commencement of the term of a 10 year lease, the investment would be amortized over the term at the rate of $10.00 per year. If X invests $800 as of the end of the second year of a 10 year lease, the investment is amortized over the remainder of the term at the rate of $100 per year. As of the end of the sixth year of the lease, the then Purchaser unamortized amount of X's investment is $40 plus $400 for a total of $440. (e) If the Leased Premises is damaged by fire or Seller other catastrophe and Landlord has not yet physically commenced the repair in a bona fide manner (excluding securing of damaged property in accordance with subsection (a)), Tenant may elect request Landlord approve Tenant's performance of the repair of the damage in Landlord's stead. Landlord shall not unreasonably withhold its approval. Tenant shall not be deemed to extend have made such request unless Tenant sends written notice of the Closing Date request to Landlord. If Tenant requests Landlord's approval to repair the damage, and Landlord approves, Tenant and not Landlord shall perform Landlord's repair obligations pursuant to subsection (b), and Tenant shall be deemed to have waived its right to terminate the Lease pursuant to the preceding subsection (d) as a result of the particular fire or other catastrophe or the failure to complete its repair (but not as to any subsequent fire or catastrophe). If Tenant repairs the damage pursuant to this subsection (e), Tenant shall commence the repair as soon as practicable after Landlord has approved performance by the Tenant and shall diligently prosecute the repair until it has been completed. If Tenant performs the repair, Landlord agrees to pay Tenant for the costs paid or incurred by Tenant in performing the repair on or before the fifteenth day after Tenant has sent a statement requesting the reimbursement including bills or other documents reasonably supporting the request. This includes all costs and expenses for all labor, materials, overhead, contractor profit, and all other costs and expenses paid or incurred by Tenant for the repair including the amounts paid or incurred with respect to any contractors hired by Tenant to perform the work. After the commencement of the repair, Tenant may xxxx Landlord periodically or from time to time for costs and expenses paid or incurred by Tenant through the date that is five of the statement. A payment shall be due Tenant on or before the fifteenth day after Tenant has sent Landlord a statement requesting the payment. If Tenant performs repairs in accordance with this subsection (5) business days after e), Landlord shall cause any mortgagee of any interest in the Uninsured Loss Determination Date occurs provided Seller delivers written notice Land and/or Building to Purchaser apply any insurance proceeds in its possession arising from insurance maintained by or on behalf of such election Landlord to extend the Closing Date prior be promptly paid directly to the occurrence Tenant on Landlord's behalf to the extent necessary to satisfy Landlord's payment obligations pursuant to this Lease, but Landlord's payment or performance obligations shall not be deemed limited to the proceeds of any insurance policy maintained by or on behalf of Landlord. (f) Notwithstanding anything in subsection (e) to the then scheduled Closing Datecontrary, if Landlord fails to commence, continuously prosecute the performance with due diligence, or complete a repair, and the failure becomes an Event of Default, Tenant may nevertheless exercise its remedies pursuant to this Lease including performing the repair at Landlord's expense and on Landlord's behalf in order to cure Landlord's default and including Tenant's other rights and remedies pursuant to Section 13.2.

Damage. (a) In the event of any material damage to or destruction of the Improvements Premises, the Building, or Tenant's other alterations or improvements, or any portion thereof, Purchaser mayduring the Term by fire, at its option explosion or other casualty ("Damage"), this Lease will not terminate unless Landlord determines that it will take Landlord more than ninety (90) days to repair and restore the Premises to the same condition they are in on the date hereof, in which event Landlord may terminate this Lease by notice to Seller given within ten Tenant. (10b) days after Seller notifies Purchaser Unless this Lease is terminated pursuant to PARAGRAPH 12(a), and except as expressly provided to the contrary in this Lease, in the event of any Damage to the Premises: (i) this Lease shall remain in full force and effect and to the extent possible, Tenant shall remain in possession of the Premises, and (ii) whether or not any insurance proceeds are available or adequate for such purposes and regardless of the dollar amount of such damage or destruction (andloss, if necessaryat Tenant's own sole cost and expense, Tenant shall repair, refixture, restock and otherwise restore the Closing Date Premises to the same condition they were in before such fire or other casualty. Due allowance, however, shall be extended to give Purchaser the full ten (10) day period to make given for a reasonable time required for adjustment and settlement of insurance claims and for such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (other delays as may result from government restrictions and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurancecontrols on construction, if any, applicable and for strikes, national emergencies, and other conditions beyond the control of the parties. (c) Any restoration required to any period on and be performed by Tenant under this PARAGRAPH 12 shall be commenced by Tenant promptly after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repairdestruction, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined diligently and continuously pursued to completion and shall be completed by Seller. If the Improvements are not materially damaged, then Purchaser Tenant in a good and workmanlike manner and in accordance with all Legal Requirements. (d) Tenant shall not (except as otherwise expressly provided below) have the no right to terminate this Agreement, but Seller shall, at its cost, repair Lease or to have the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) other charges due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to hereunder abated despite the occurrence of Damage to the then scheduled Closing DatePremises, the Building or Tenant's other Alterations or improvements, even if such Damage prevents the conduct of Tenant's business on the Premises. No compensation, claim, or diminution of Rent will be allowed or paid by Landlord by reason of inconvenience, annoyance, or injury to business arising from any such Damage or the necessity of repairing the Premises or the Building, however the necessity may occur.

Damage. Tenant agrees to give Landlord notice of any damage to the Premises as soon as reasonably practicable. In the event of any material the Premises are damaged by fire or other casualty, but are not rendered untenantable for Tenant's business, either in whole or in part, Tenant shall cause such damage to or destruction of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser repaired without unreasonable delay (and such termination Landlord shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of promptly disburse any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing received in connection with such damage to Tenant as needed to fund any repairs to be made by Tenant hereunder) and the repair Rent shall not be abated. In the event the Premises are rendered untenantable for Tenant's business by reason of such damage. Purchaser casualty, either in whole or in part, Tenant shall cause the damage to be repaired or replaced without unreasonable delay (and Seller Landlord shall collaboratively work together promptly disburse any insurance proceeds received in connection with such damage to file Tenant as needed to fund any repairs to be made by Tenant hereunder), and, in the interim, the Rent shall be proportionately reduced as to such claim for all portion of the damage which may reasonably be claimed under the insurance policy or insurance policies; providedPremises as is rendered untenantable. Any such abatement of rent shall not, however, any final settlement create an extension of the Term of this Lease. Provided, however, in the event the Premises are rendered untenantable in some material portion by reason of such claim shall be determined by Seller. If casualty, and the Improvements are not materially damagedamount of time required to repair the damage using due diligence is in excess of one hundred eighty (180) days, then Purchaser either party shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects Lease by giving written notice of termination within sixty (in Seller’s sole discretion60) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and days after the Closing Date) due Seller as a result date of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00casualty, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money Rent shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred xxxxx as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior casualty in proportion to the occurrence part of the then scheduled Closing DatePremises rendered untenantable.

Damage. In If, prior to the event of Closing Date, all or any material damage to or destruction part of the Improvements Property is substantially damaged by fire, earthquake, casualty, the elements or any portion thereofother cause, Purchaser may, at its option by Seller shall immediately give notice to Seller given within ten (10) days after Seller notifies Purchaser Buyer of such damage or destruction (and, if necessary, fact and the Closing Date shall be extended immediately postponed for thirty days, and at Buyer’s option (to give Purchaser the full ten (10) day period to make such electionbe exercised within thirty days after Seller’s notice), either (i) terminate this AgreementAgreement shall terminate, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed neither party will have any further obligations under this Agreement. If Buyer fails to elect to terminate in such thirty days despite such damage, receive an assignment of or if the payment of any insurance proceeds (including calculated rent loss insuranceProperty is damaged but not substantially, if any, applicable Seller shall promptly commence to any period on and after the Closing Date) due Seller as a result of repair such damage or destruction and assume responsibility for return the property to its condition prior to such repair, and Purchaser damage. If such damage shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller be completely repaired prior to the Closing Date then there shall be no reduction in connection with the repair Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. Purchaser and If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall collaboratively work together complete the repair after the Closing Date and shall be entitled to file receive the proceeds of all insurance related to such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policiesafter repair is completed; provided, however, any final settlement of such claim Buyer shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before delay the Closing in Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage then Buyer shall have the right to require a manner reasonably satisfactory closing to Purchaser or, if repairs cannot be completed before occur and the Closing or if Seller otherwise elects Purchase Price (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser and specifically the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after cash portion payable at the Closing Date) due Seller as a result shall be reduced by the cost of such repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing)and the Purchase Price shall remain the same. For the purposes of this AgreementSection, the words, “material damage” and “materially substantially damaged” means mean damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) cost $75,000.00 or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Date.

Damage. In the event case of any material damage to or the total destruction of the Improvements Leased Premises by fire, other casualties, the elements, or other cause, or of such damage thereto as shall render the same totally unfit for occupancy by County for more than one hundred twenty(120) days, this Lease, upon surrender and delivery to Landlord by County of the Leased Premises, together with the payment of the Annual Rent to the date of such occurrence and a proportionate part thereof to the date of damage, shall terminate, and the parties shall have no further obligations or liabilities under this Lease from the date of said termination, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Term. If the Leased Premises are rendered partly untenantable by any cause mentioned in the preceding sentence, Landlord shall, at its own expense, within one hundred twenty (120) days from the date of the damage restore the Leased Premises with reasonable diligence, including without limitation modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Building, and the rent shall be abated proportionately for the period of said partial untenantability and until the Leased Premises are fully restored by Landlord to the prior or better condition. Notwithstanding the terms of the foregoing paragraph, Landlord may elect not to rebuild and/or restore the Leased Premises and/or Building and instead terminate this Lease by notifying County in writing of such termination within sixty (60) days after the date of damage, such notice to include a termination date giving County ninety (90) days, from the date of said notice, to vacate the Leased Premises. Notwithstanding the foregoing, Landlord may elect this option of termination only if the Building is damaged by fire or other casualty or cause, whether or not the Leased Premises are affected, and one or more of the following conditions is present: (i) repairs cannot reasonably be completed within one hundred twenty (120) days from the date of damage (when such repairs are made without the payment of overtime or other premiums), (ii) the holder of any mortgage on the Building or ground or underlying lessor with respect to the Property and/or the Building shall require that the insurance proceeds or any portion thereofthereof be used to retire the mortgage debt, Purchaser mayor shall terminate the ground or underlying lease, at its as the case may be, or (iii) the damage is not fully covered, except for deductible amounts, by Landlord’s insurance policies. In addition, if the Leased Premises or the Building is destroyed or damaged to any substantial extent during the year of the Term, then notwithstanding anything contained in this Section, Landlord or County shall have the option to terminate this Lease by giving written notice to Seller given the other of the exercise of such option within ten thirty (1030) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreementdestruction, in which event this Lease shall terminate as of the Xxxxxxx Money (but not date of such notice. Upon any such termination of this Lease pursuant to this section, County shall pay the Independent Contract Consideration) Annual Rent and Operating Expenses properly apportioned up to such date of termination, and thereafter both parties shall be immediately returned to Purchaser (released and such termination shall otherwise be as provided in the last four (4) sentences discharged of Subsection 2.2.1 above)all further obligations hereunder, or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to in provisions of this Lease which by their terms survive the limitations herein) receive a credit at Closing for any deductible, uninsured expiration or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all earlier termination of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing DateTerm.

Damage. In If the event Premises are damaged by fire or other cause covered by Landlord’s policy of any material fire insurance with extended coverage or other property damage insurance carried by Landlord, all damage to or destruction the structural portions of the Improvements building required to be maintained by Landlord pursuant to this Lease and Landlord’s Work as set forth on Exhibit C shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall axxxx pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of “labor troubles” or any portion thereofother cause beyond Landlord’s control. If, Purchaser however, the Premises are rendered wholly untenantable by fire or other cause, or Landlord shall decide not to rebuild the same, Landlord may, at its option option, cancel and terminate this Lease by notice to Seller given giving Tenant, within ten sixty (1060) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, from the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair date of such damage. Purchaser , notice in writing of its intention to cancel this Lease, whereupon the Term of this Lease shall cease and Seller terminate upon the third day after such notice is given, and Tenant shall collaboratively work together vacate the Premises and surrender the same to file such claim for all Landlord, but in none of the certain contingencies in this Article mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any period during which the occupation of said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Sellerto Tenant’s personal property. If the Improvements are Landlord does not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant Lease as provided above, Landlord shall proceed in a commercially reasonable manner to repair the portions of the Premises which Landlord is required to restore in accordance with this Section 4.2Article and, such that tenants with remaining termination rights lease in upon the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount completion of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior repairs, Tenant shall use diligent and commercially reasonable efforts to Closing in connection with repair the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes portions of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls Premises which are the responsibility of Tenant to insure under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Datethis Lease.

Damage. In If the event of any material damage to or destruction of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date Demised Premises shall be extended to give Purchaser the full ten destroyed or damaged, in whole or in part, by fire or other casualty (10) day period to make such electiona “Damage Event”), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) Tenant shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences promptly notify Landlord when Tenant has knowledge of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damagedsame, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller Landlord shall, at its costsole cost and expense, diligently repair and restore the Building to substantially the condition immediately prior to the damage before in such manner as to not, to the Closing extent practicable, interfere with Tenant’s conduct of its business in a manner reasonably satisfactory the Demised Premises; provided that, in no event shall Landlord be required to Purchaser orrepair or restore the Tenant Property, if repairs cannot which shall be completed before repaired and restored by Tenant. At the Closing request of Xxxxxx, Landlord shall, from time to time, promptly inform Xxxxxx of the progress of Xxxxxxxx’s restoration work and of the estimated date of completion of the same and otherwise consult with Tenant. Notwithstanding the generality of the foregoing, at Tenant’s election, provided that Landlord assigns to Tenant all insurance proceeds payable to Landlord under the property insurance policy, Tenant may elect to restore the portion of the Demised Premises so damaged or if Seller otherwise elects (destroyed to the same condition, as nearly as possible, as existed prior to such Damage Event in Seller’s sole discretion) not good faith, and with promptness and diligence. In such event, Landlord shall cooperate with Tenant in all ways necessary to commence or complete such repairs, assign to Purchaser expedite the payment restoration. From the time of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to Building until the earlier to occur of (1i) the date that is five when Landlord redelivers possession of the Demised Premises (5or the applicable portion thereof) business days after Purchaser receives to Tenant in the written notice from Seller as described in clause (z) condition required above or (2ii) or the Closing Datedate when Tenant resumes operations of its business in such portion of the Demised Premises, in which event the Xxxxxxx Money Rent shall be returned to Purchaser and such termination shall otherwise be as provided reduced in the last four (4) sentences of Subsection 2.2.1 above. For proportion to the purposes Rentable Area of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof of the Demised Premises that is not covered usable or reasonably accessible by insurance or falls under or within Tenant for the deductible amount conduct of its business. Notwithstanding the generality of the relevant insurance policy foregoing, if (a) the Demised Premises are totally damaged or policiesare rendered wholly untenantable, (b) if a reputable licensed engineer estimates that the period of time to restore the Demised Premises exceeds three hundred sixty (360) days from the date of such fire or other casualty or (c) there are less than twelve (12) months remaining in the Term and Tenant elects not to exercise its option to extend the Tenn, or no such option is remaining, then in either of such events, Tenant may, not later than ninety (90) days following the date of the damage, give Landlord a written notice terminating this Lease. Seller If this Lease is so terminated, (a) the Tenn shall make expire upon the election date set forth in clause such notice, which shall not be less than thirty (z30) above on or prior days after such notice is given, and Tenant shall vacate the Demised Premises and surrender the same to Landlord no later than the date that is ten set forth in the notice, (10b) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred Tenant’s liability for rent hereunder shall cease as of the Closing Datedate of the damage, then Purchaser or Seller may elect to extend the Closing Date until (c) any prepaid Rent for any period after the date of the damage shall be refunded by Landlord to Tenant, and (d) Landlord shall be entitled to collect all insurance proceeds of policies held by Landlord or Tenant providing coverage for alterations and other improvements to the Demised Premises. Landlord shall retain such proceeds from Tenant’s insurance only to the extent that is five (5) business days after Landlord performed or paid for such alterations and improvements, whether by contribution, offset or otherwise, and the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser balance of such election proceeds, if any, shall be paid to extend the Closing Date prior to the occurrence of the then scheduled Closing DateTenant.

Damage. In the event of If any material damage to or destruction portion of the Improvements Premises shall be destroyed or damaged ------ by fire or any portion thereofother casualty, Purchaser may, at its option by Tenant shall immediately give notice thereof to Seller given within ten Landlord. Within thirty (1030) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment date of any insurance proceeds (including Tenant's notice, Landlord shall provide Tenant with a reasonable written estimate, calculated rent loss insurancein good faith, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under number of days that it will take to restore the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by SellerBuilding and/or Premises (the "Restoration Estimate"). If the Improvements are not materially damagedRestoration Estimate is greater -------------------- than 180 days, then Purchaser both Landlord and Tenant shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended Lease by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business giving 30 days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior the other. If the Restoration Estimate is less than 180 days, Landlord shall promptly commence and diligently pursue through completion the restoration of the Building and/or Premises and this Lease shall continue in full force and effect. If, however, the cost of the restoration exceeds the insurance proceeds Landlord reasonably expects to receive due to the earlier casualty (provided, however, that the -------- ------- insurance required to occur of (1) be carried by Landlord by this Lease was in effect on the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentencecasualty) or Landlord's lender demands that such insurance proceeds be paid to it, an “uninsured loss” Landlord may terminate the Lease, subject to Tenant's right to propose keeping the Lease in effect by Tenant's paying for the restoration. If Tenant elects to do so, Tenant shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or notify Landlord within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of receiving Landlord's notice of termination of the amount Lease, and the parties shall engage in good faith negotiations to determine the terms of Tenant's election to pay for the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”)restoration; provided, however, that if the Uninsured Loss Determination Date has parties do -------- ------- not occurred as of the Closing Date, then Purchaser or Seller may elect reach agreement to extend the Closing Date until the date that is five keep this Lease in effect within ten (510) business days after the Uninsured Loss Determination Date occurs provided Seller Tenant delivers such written notice to Purchaser Landlord, then this Lease shall terminate as of the date set forth in Landlord's notice of termination. Following a casualty, Tenant's obligation to pay Rent shall be abated in proportion to the interference caused to its use and occupation of the Premises provided that Tenant no longer occupies or uses such affected Premises for the active conduct of its business. Notwithstanding the terms of the foregoing paragraph, if the casualty occurs in the last year of the Term (unless Tenant shall have renewed this Lease as provided herein) and materially affects Tenant's use or occupation of the Premises (i.e., more than 25% of the Premises has been damaged, or the cost to repair is reasonably estimated by Landlord to exceed $250,000), either Landlord or Tenant may elect to terminate this Lease by giving the other party 30 days prior written notice. Notwithstanding the provisions of the immediately preceding paragraph to the contrary, if Landlord elects to terminate this Lease as a result of such election to extend casualty occurring in the Closing Date prior to the occurrence last year of the then scheduled Closing DateTerm (unless Tenant shall have renewed this Lease as provided herein), Tenant shall not have the right to keep this Lease in effect by paying for the restoration.

Damage. In If the event of any material damage to Premises are damaged by fire or destruction other catastrophe, the following shall apply: (a) Tenant shall notify Landlord of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days damage promptly after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either occurrence. (i) terminate this Agreement, in which event If the Xxxxxxx Money (but not damage occurs when the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment unexpired portion of the payment Term as then constituted is more than twelve but less than twenty-four months and a reasonable estimate of any insurance proceeds the cost of replacing the damage exceeds fifty (including calculated rent loss insurance, if any, applicable to any period on and after 50%) percent of a reasonable estimate of the Closing Date) due Seller as a result cost of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for replacing all of the damage which may reasonably be claimed under Premises, each party shall have the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Selleroption to cancel this Lease. If the Improvements are not materially damageddamage occurs when less than twelve months remain in the unexpired portion of the Term as then constituted and a reasonable estimate of the cost of replacing the damage exceeds twenty-five (25%) percent of a reasonable estimate of the cost of replacing all of the Premises, then Purchaser each party shall not (except as otherwise expressly provided below) have the right option to terminate cancel this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”)Lease; provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect Tenant shall have exercised its option to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date term hereof prior to the occurrence date when such damage occurs, then the provisions of the then scheduled Closing Datefirst sentence of this section 5.8(a)(i) shall apply. (ii) A party may exercise an option granted pursuant to clause (x) only by giving notice to the other on or before the sixtieth day after the occurrence. (i) If this Lease is not cancelled Landlord shall repair the damage. The repair shall be commenced promptly after the damage occurs and shall be prosecuted diligently. However, if a party shall have the option to cancel with respect to the occurrence, Landlord may delay the commencement of the repair until the option is waived or until the time within which the option may be exercised expires. (ii) Landlord's liability pursuant to part (i) shall be limited to the Insurance Proceeds with respect to the damage. (d) Rent shall not xxxxx even if the Premises are damaged. (e) Insurance Proceeds shall be paid over to the Landlord in accordance with Section 5.10. (f) (i) (x) Landlord releases Tenant and Tenant's officers, directors, employees, and agents from liability or responsibility for any loss or damage to the Property which may arise as a result of a fire or any other event with respect to which insurance is required to be carried pursuant to subsection 5.7(a).

Damage. If, prior to the Closing Date, all or any part of the Improvements are damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. If any part of the Improvements are substantially damaged, at Purchaser's option (to be exercised by Purchaser's written notice to Seller given within thirty (30) days after Seller's initial notice to Purchaser), this Agreement shall terminate. In the event of any material damage to or destruction such termination of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event neither party will have any further obligations under this Agreement (other than the obligations of the parties that, by the express terms hereof, survive any such termination), and the Xxxxxxx Money shall be refunded to Purchaser. If Purchaser fails to elect to terminate (in the manner provided in this Section 12) despite such damage, or if the Improvements are damaged but not the Independent Contract Consideration) substantially, Seller shall be immediately returned promptly commence to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of repair such damage or destruction and assume responsibility for to return the Improvements to substantially their condition prior to such repair, and Purchaser damage. If such damage shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller be completely repaired prior to the Closing Date, then there shall be no reduction in connection with the repair Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. Purchaser and Seller shall collaboratively work together to file If such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller completely repaired prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event but Seller is diligently proceeding to repair, then Seller shall complete the Xxxxxxx Money repair after the Closing Date and shall be returned entitled to Purchaser and receive the proceeds of all insurance related to such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”)damage; provided, however, that if Purchaser shall have the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect right to extend delay the Closing Date until repair is completed. For purposes of this Section 12, the date words "substantially damaged" mean damage that is five (5) business days after would cost $500,000 or more to repair or damage that would entitle the Uninsured Loss Determination Date occurs provided Seller delivers written notice Tenant to Purchaser of such election to extend terminate the Closing Date prior to the occurrence of the then scheduled Closing DateLease.

Damage. In The LESSEE acknowledges that it has accepted the event leased premises after due examination of the same, and that LESSOR shall not be liable for any defect or change in the condition of the leased premises or of the building resulting from any flaw in the electrical connections, or from water or rain which may leak into, issue or flow from any part of the building, or from the pipes or plumbing works of the leased premises or the building itself or from any other place or quarter, or incurred in any other way or manner, or for any other reason other than electrical or leaks unless such defect or change or any damage resulting therefrom is attributable to the misconduct or negligence of the LESSOR or its employees, agents or representatives. The LESSEE shall give the LESSOR or its agent prompt notice in writing of any material damage to or destruction defects in the electrical installation, the plumbing installation of other fixtures of the Improvements leased premises or of the building itself. Upon receipt of any such notice or as soon as the existence of such defects becomes known to the LESSOR, the LESSOR shall immediately cause such defects installed by the LESSOR to be remedied or repaired, provided that the necessity for effecting repairs on installations or fixtures shall not have been caused by the misuse, negligence or fault of the LESSEE, or of any of its employees, agents or representatives. If such defect or change is caused by the LESSEE's visitor(s), the LESSEE and its employees shall cooperate fully with the LESSOR in establishing the visitor's liability in a court of law. The monthly rental or any portion thereofother amount which may be payable by the LESSEE hereunder shall not be abated or suspended while the repairs contemplated herein are being made even if the LESSEE should suffer a loss or interruption of business by reason of the making of such repairs. If the defects requiring such repairs shall have resulted from the fault, Purchaser maymisconduct or negligence of the LESSEE, its employees, agents or representatives, the LESSOR shall have the option to repair such defects at the expense of the LESSEE who hereby agrees to pay the actual documented cost thereof on the rental payment date immediately following the date of completion of such repairs. The LESSOR shall not in anyway be responsible or liable for any damage or injury to the LESSEE, its option by notice employees, agents, representatives or visitors, or to Seller given within ten (10) days after Seller notifies Purchaser of any person or persons in or about the leased premises, unless such damage or destruction (and, if necessary, injury is due to the Closing Date shall be extended to give Purchaser misconduct or negligence of the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above)LESSOR, or (ii) proceed under this Agreementits employees, receive an assignment agents or representatives. The LESSEE agrees to indemnify and save the LESSOR harmless from all fines, suits, proceedings, claims, demands or actions arising or growing out of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all occupancy or use of the damage which may reasonably be claimed under the insurance policy leased premises or insurance policies; provided, however, any final settlement of such claim shall be determined part thereof or by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment reason of any insurance proceeds (including calculated rent loss insurancebreach, if anyviolation or non-performance by the LESSEE of any covenant or condition hereof, applicable unless the cause or causes giving rise to any period on and after such fines, suits, proceedings, claims, demands, or actions is/are due to the Closing Date) due Seller as a result of such damage misconduct or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) negligence of the Purchase Price to repair LESSOR, its employees, agents or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Daterepresentatives.

Damage. In (a) If the event of any material damage to Building, Land or destruction of the Improvements Premises are damaged by fire or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate other casualty and this Agreement, in which event the Xxxxxxx Money (but Lease is not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be terminated as provided in the last four (4) sentences of Subsection 2.2.1 above)below, or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser Landlord shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before at its expense (except for excess costs related to above-standard leasehold improvements in the Closing in a manner reasonably satisfactory Premises which shall be at Tenant's expense), with reasonable promptness after notice to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) it of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if Landlord shall not be required to repair or replace any of Tenant's property or any alteration or improvements made by Tenant. If the Uninsured Loss Determination Date has not occurred as of the Closing DatePremises are damaged by fire or other casualty, then Purchaser to the extent that the Premises are rendered untenantable, the Rent shall equitably (b) If the Building, Land or Seller Premises are substantially damaged by fire or other casualty, Landlord may elect terminate this Lease by notice to extend the Closing Date until the date that is five (5) business Tenant within 90 days after the Uninsured Loss Determination Date occurs provided Seller delivers written date of the damage and this Lease shall terminate upon the 30th day after such notice by which date Tenant shall vacate and surrender the Premises to Purchaser Landlord. The Rent shall be equitably prorated to the date of such election termination. The Building, Land or Premises (whether or not the Premises are damaged) shall be deemed substantially damaged if: (1) Landlord is required to extend expend for repairs more than 20 percent of the Closing Date replacement value of the Building immediately prior to the occurrence damage, or (2) repair is not possible in accordance with Landlord's reasonable estimate within 180 days following the date of the then scheduled Closing Datedamage. (c) If this Lease has not been terminated and Landlord does not substantially complete the repair or restoration of the Building, Land or Premises within 180 days after the date of the casualty, and if such failure has a material, adverse effect on Tenant's business in the Premises, Tenant may (provided such failure is not due to any fault of Tenant or Tenant's Representatives) terminate this Lease by notice to Landlord given within 10 days after the end of the 180-day period. Termination shall be effective 30 days after such notice is given unless Landlord shall substantially complete the repair or restoration within the 30-day period, in which case Tenant's notice of termination shall be deemed withdrawn. This Section is intended to provide the only remedies available to Tenant for damage caused by casualty and, therefore, to the extent permitted by Law, Tenant waives the provisions of any Laws which would provide alternative or additional remedies in the event of such damage.

Damage. In (1) Tenant shall give immediate notice to Landlord in case of fire or other damage in the event Demised Premises. If the Demised Premises shall be partially damaged by fire or other cause without the fault or neglect of any material Tenant, Tenant’s servants, employees, agents, invitees, or licensees, the damage shall be repaired by and at the expense of Landlord and the fixed minimum rent until such repairs shall be made shall be apportioned according to or destruction the part of the Improvements Demised Premises which is unusable by Tenant. If such partial damage is due to the fault or neglect of Tenant, Tenant’s servants, employees, agents, invitees, or licensees, without prejudice to any portion thereofother rights and remedies of Landlord and, Purchaser mayexcept as provided in Section 7.4. without prejudice to the rights of subrogation of Landlord’s insurer, at its option the damage shall be repaired by notice Landlord, but there shall be no apportionment or abatement of rent. Any such repairs required to Seller given be made by Landlord shall be commenced promptly and diligently completed. If such repairs are not substantially completed within ten ninety (1090) days after Seller notifies Purchaser the Landlord’s receipt of such damage or destruction (andnotice, if necessary, Tenant shall have the Closing Date shall be extended right to give Purchaser the full ten (10) day period to make such election), either (i) terminate this AgreementLease upon thirty (30) days advance written notice to Landlord; or (ii) complete such repairs on behalf of Landlord and deduct the costs of the same from the next installment(s) of rent due hereunder, unless completion of such repairs is practically impossible within such period of time, in which event the Xxxxxxx Money said ninety (but not the Independent Contract Consideration90) day period shall be immediately returned extended to Purchaser a reasonable completion date, provided Landlord has commenced and is diligently pursuing repairs to completion, and rent shall continue to xxxxx. If the Demised Premises as a whole are totally damaged or are rendered wholly untenantable by fire or other cause, or if the Building shall be substantially damaged and unsuitable for Tenant’s purposes so that Landlord shall decide to demolish the Demised Premises, Landlord may, within thirty (30) days after such fire or other cause, give Tenant notice of such decision, and thereupon the Demised Term of the Demised Premises shall expire by lapse of time ten (10 ) days after such termination notice is given, and Tenant shall otherwise be vacate the Demised Premises and surrender the same to Landlord. Tenant’s liability for rent and other charges under the Lease for the Demised Premises shall cease as of the day following the casualty. Notwithstanding the foregoing or anything to the contrary contained in this Lease, in the event that Landlord elects to demolish the Demised Premises as provided in for herein, then Tenant after receipt of Landlord’s notice of the last four same (4) sentences of Subsection 2.2.1 abovethe “Demolition Notice”), may elect to exercise its Option to Purchase as to either or (ii) proceed under this Agreement, receive an assignment both of the payment Demised Premises and the Future Development Rights Site C and Site J as set forth in Article 1.4 by giving Landlord written notice of any the same within twenty (20) days after receipt of Landlord’s Demolition Notice. Thereafter, Landlord shall be obligated to sell such property and/or development rights, as the case may be, to Tenant and Landlord shall assign to Tenant all of Landlord’s right, title and interest in and to insurance monies and proceeds (including calculated rent loss insurance, if any, applicable recovered or to any period on and after the Closing Date) due Seller be recovered as a result of such damage fire or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or other casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Date.

Damage. In (a) If the event of any material damage to Building, Land or destruction of the Improvements Premises are damaged by fire or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate other casualty and this Agreement, in which event the Xxxxxxx Money (but Lease is not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be terminated as provided in the last four (4) sentences of Subsection 2.2.1 above)below, or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser Landlord shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before at its expense (except for excess costs related to above-standard leasehold improvements installed in the Closing in a manner reasonably satisfactory Premises by or at the direction of Tenant, which shall be at Tenant’s expense), with reasonable promptness after notice to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) it of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if Landlord shall not be required to repair or replace any of Tenant’s property or any alteration or improvements made by Tenant. If the Uninsured Loss Determination Date has not occurred as Premises are damaged by fire or other casualty, then to the extent that the Premises are rendered untenantable, the Rent shall equitably xxxxx from the date of the Closing Date, then Purchaser or Seller may elect damage to extend the Closing Date until the date that the damage is five repaired. If repairs are delayed in any way by Tenant or Tenant’s Representatives, the damage shall be deemed repaired for purposes of this Section on the date when they would have been repaired but for such delay. (5b) business If the Building, Land or Premises are substantially damaged by fire or other casualty, Landlord may terminate this Lease by notice to Tenant within 90 days after the Uninsured Loss Determination Date occurs provided Seller delivers written date of the damage and this Lease shall terminate upon the 30th day after such notice by which date Tenant shall vacate and surrender the Premises to Purchaser Landlord. The Rent shall be equitably prorated to the date of such election termination. The Building, Land or Premises (whether or not the Premises are damaged) shall be deemed substantially damaged if: (1) Landlord is required to extend expend for repairs more than 30 percent of the Closing Date replacement value of the Building immediately prior to the occurrence damage, or (2) repair is not possible in accordance with Landlord’s reasonable estimate within 180 days following the date of the damage. If Landlord estimates that repair is not possible within such 180 days but does not terminate the Lease, then scheduled Closing within 60 days of the date of the damage Landlord shall give Tenant notice of the date repair and restoration will be substantially completed (Estimated Repair Date). If the Estimated Repair Date is more than 180 days after the date of the damage and if the damage will have a material, adverse effect on Tenant’s business in the Premises, Tenant may then terminate this Lease by giving Landlord notice within 20 days after Tenant’s receipt of Landlord’s notice of the Estimated Repair Date and this Lease shall terminate as if Landlord had terminated it pursuant to this Section. If Landlord gives Tenant notice of the Estimated Repair Date and if neither Tenant nor Landlord terminates this Lease as provided herein, then Tenant’s right to terminate as provided in Section 14(c) shall be deemed changed from 180 days after the date of the damage to the Estimated Repair Date. (c) If this Lease has not been terminated and Landlord does not substantially complete the repair or restoration of the Building, Land or Premises within 180 days after the date of the casualty or by the Estimated Repair Date, as the case may be (such period referred to as the Repair Period), and if such failure has a material, adverse effect on Tenant’s business in the Premises, Tenant may (provided such failure is not due to any fault of Tenant or Tenant’s Representatives) terminate this Lease by notice to Landlord given within 20 days after the end of the Repair Period. If the substantial completion of the repair or restoration is delayed in any way by Tenant or Tenant’s Representatives, the repair or restoration shall be deemed substantially completed for purposes of this Section on the date when it would have been substantially completed but for such delay. Termination shall be effective 30 days after such notice is given unless Landlord shall substantially complete the repair or restoration within the 30-day period, in which case Tenant’s notice of termination shall be deemed withdrawn. This Section 14 is intended to provide the only remedies available to Tenant for damage caused by casualty and, therefore, to the extent permitted by Law, Tenant waives the provisions of any Laws which would provide alternative or additional remedies in the event of such damage.

Damage. In the event of any material damage to or destruction of the Improvements or any portion thereofIf, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for Date, all or any part of the damage which may Real Property is substantially damaged (to the extent that repairs are reasonably be claimed under expected to exceed Five Hundred Thousand Dollars and no/100s ($500,000.00) by fire, casualty, the insurance policy elements or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damagedother cause, then Purchaser shall not (except as otherwise expressly provided below) Seller will promptly give notice to Buyer, and Buyer will have the right to terminate this Agreement, but Agreement by giving notice to Seller shall, at its cost, repair the damage before the Closing within five (5) days (or in a manner reasonably satisfactory any event prior to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the then targeted Closing Date) due rafter Seller’s notice. During the notice period, Seller will promptly furnish Buyer such information regarding Seller’s insurance as Buyer may reasonably request and will consult and reasonably cooperate with Buyer with respect to the adjustment of insurance proceeds. If Buyer fails to give the termination notice, Seller shall commence repairs only to the extent actually covered by Seller’s insurance and to the extent of insurance proceeds received by Seller. At Closing, Seller will assign to Buyer all rights to insurance proceeds resulting from such event payable after closing (subject to Seller’s right to receive a result credit at Closing in the amount of such damage or destruction (less any amounts expended the reasonable costs incurred by Seller for repairs made to obtain such proceeds and repair any damage repaired by Seller prior to Closing). For the purposes of this Agreement, “material damage” ) and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in will be reduced by the aggregate twenty percent (20%) or more amount of Seller’s deductible. In the rentable square footage event of the Property to terminate their Leases pursuant damage to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminateReal Property by fire, no later than two (2) business days prior casualty, the elements or other cause that does not rise to the last day upon which Purchaser may elect level of “substantial” based on the definition above, Buyer shall not have the right to terminate this Agreement pursuant to this Section 4.2and Seller will, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contraryextent actually covered by Seller’s insurance, in the event (y) of an uninsured loss reasonably estimated repair such damage at its sole cost prior to be in excess of $25,000.00Closing, and Closing may be extended up to sixty (z60) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not days to provide Purchaser with a credit, at Closing, for the estimated amount of permit such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Date.

Damage. Risk of loss up to and including the Closing Date shall be borne by Seller. In the event of any material damage to or destruction of the Improvements Property or any portion thereof, Purchaser may, at its option option, by notice to Seller given within ten (10) 10 days after Seller notifies Purchaser of such damage or destruction (and, and if necessary, necessary the Closing Date shall be extended to give Purchaser the full ten (10) -day period to make such election), either ): (i) terminate this Agreement, in which event Agreement and the Xxxxxxx Exxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above)Purchaser, or (ii) proceed under this Agreement, receive any insurance proceeds, or an assignment of the payment of any insurance thereof if such proceeds are unavailable (including calculated any rent loss insurance, if any, insurance applicable to any period on and after the Closing Date) ), due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured deductible or Seller/self-insured coinsured amount under applicable property or casualty/liability said insurance policies less and any costs or expenses incurred by Seller prior additional amounts necessary to complete such repairs. If Purchaser elects (ii) above, Purchaser may extend the Closing Date for up to an additional 10 day period in connection which to obtain insurance settlement agreements with the repair of such damage. Purchaser Seller’s insurers, and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under will cooperate with Purchaser in obtaining the insurance policy or insurance policies; provided, however, any final settlement of proceeds and such claim shall be determined by agreements from Seller’s insurers. If the Improvements are Property is not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairsClosing, assign to Purchaser the payment of at Closing any available insurance proceeds (including calculated rent loss insurancefor such repair, if any, and credit Purchaser at Closing an amount equal to the applicable deductible plus any additional cost to any period on and after complete the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing)repair. For the purposes of this Agreement, “material Material damage” and “materially Materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller reasonably exceeding ten 1 percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrarywhich, in the event (y) reasonable estimation of an uninsured loss reasonably estimated a mutually acceptable third party contractor, will take longer than 90 days to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Date.

Damage. In the event Seller shall promptly give Purchaser written notice of any material damage to or destruction any of the Improvements Properties, describing such damage, whether such damage is covered by insurance, and the estimated cost of repairing such damage. Seller shall, to the extent possible, begin repairs prior to the Closing. If at Closing the repairs have not been completed, then at Purchaser's election, one (1) of the following shall occur: (a) Seller will remain obligated to complete the repairs after Closing, holding back funds in an amount adequate to cover any unfunded portion of the repair(s) or (b) Purchaser will assume responsibility for completing the uncompleted portion of the repair(s) and Seller will provide Purchaser with cash in an escrow in an amount adequate to cover any unfunded portion thereofof the repair(s), in which instance Purchaser will assume the Seller's responsibility under any work contract and Seller will assign Purchaser the benefit of any warranty for said work, if any such warranty shall exist. Under either (a) or (b), Seller will also provide Purchaser with a credit at Closing for any lost rent that occurs during the repair(s) period. If such damage is material, Purchaser may, at its option may elect by notice to Seller given within ten (10) 10 days after Seller notifies Purchaser is notified of such damage or destruction (andand the Closing shall be extended, if necessary, the Closing Date shall be extended to give Purchaser the full ten (such 10) -day period to make respond to such election), either (inotice) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided proceed in the last four (4) sentences same manner as in the case of Subsection 2.2.1 above), damage that is not material or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at Contract as to the particular Property which was damaged. Damage as to any one or multiple occurrences is material if such damage would permit a Tenant to terminate its cost, Lease or the cost to repair the damage before the Closing in a manner reasonably satisfactory to Purchaser ordamage, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies by Purchaser, in writingplus lost rent after Closing resulting from the damage, that Seller has elected not to provide Purchaser with a creditexceeds Five Hundred Thousand and 00/100 dollars ($500,000.00) per Property for Eastpark II, at ClosingShelby 4, 5 and 18 and Seven Hundred Fifty Thousand and 00/100 Dollars ($750,00.00) per Property for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage)Eastpark I, then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser Shelby 19 and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing DateTechnicolor II.

Damage. In If the event Demised Premises, or the building in which it forms a part, is partially damaged by fire or other casualty not caused by negligence or willful act or omission of any material Tenant, which damage substantially impairs Tenant's ability to or destruction carry on its business, and such damage can be repaired within 90 days of the Improvements or any portion thereofdate of such occurrence, Purchaser maythis Lease shall remain in full force and effect, and the Landlord shall promptly repair such damage at its expense, and in that event, there shall be a proportionate abatement of rent for so much of the Demised Premises as are reasonably agreed to by Landlord and Tenant as unusable by Tenant in its day-to-day business during the period of repair or restoration. If in the opinion of a registered architect or engineer appointed by mutual agreement of the Landlord and Tenant, the Demised Premises are damaged by fire or other casualty, as aforesaid, to such an extent as to make them totally unusable by the Tenant in its day-to-day business for a period of ninety (90) days or more from the date of such occurrence, and such damage cannot be repaired or the Premises restored within said time, this Lease shall terminate at the option by of either party upon the written notice to Seller given within ten thirty (1030) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Selleroccurrence. If the Improvements are not materially damaged, then Purchaser shall not fifty (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (1050%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage building of which the Demised Premises form a part are damaged by fire or other casualty, as aforesaid, to such extent that the same cannot, in the opinion of such an architect or engineer, be repaired or restored within ninety (90) days of the Property date of such occurrence, this Lease may be canceled at the option of either party upon thirty (30) days written notice from the date of such occurrence, even though the Demised Premises occupied by the Tenant have not become untenantable, and there shall be an adjustment of rent to terminate their Leases said date of termination. In addition, there shall be no obligation upon the part of Landlord to repair or rebuild during the last year of the term of this Lease, provided Landlord shall notify Tenant of it decision not to rebuild or repair during such last year within thirty (30) days of the occurrence of such an event, at which time this Lease shall terminate. In no such circumstance shall rent be payable after the period from the date of the occurrence to the date of termination. Landlord's obligation to repair or rebuild pursuant to this Paragraph shall be limited to the terms thereof basic building (unless a sufficient number of such tenants waive in writing their right to terminateincluding wiring, no later than two (2) business days plumbing and HVAC systems as they were prior to the last day upon casualty loss) and replacement of any interior work which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, have originally been installed at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing DateLandlord's cost.

Damage. Risk of loss up to and including the Closing Date shall be borne by Seller; provided, however, that Seller shall have no obligation to rebuild the Property. In the event of any material damage to or destruction of the Improvements Property or any portion thereof, Purchaser Buyer may, at its option option, by notice to Seller given within ten thirty (1030) days after Seller notifies Purchaser Buyer is notified of such damage or destruction (and, and if necessary, necessary the Closing Date shall be extended to give Purchaser Buyer the full ten (10) 30 day period to make such election), either which election shall be deemed irrevocable): (i) terminate this Agreement, in which event Agreement and the Xxxxxxx Money (but not the Independent Contract Considerationplus interest earned thereon) shall be immediately returned to Purchaser Buyer, (ii) if Seller agrees to rebuild the Property, extend the date of Closing by up to three hundred sixty-five (365) days to permit Seller to restore the Property to its previous condition (provided that, if the Property is not fully restored and repaired at the end of such termination three hundred sixty-five (365) day period, Buyer shall otherwise be as have the options provided in the last four (4i) sentences of Subsection 2.2.1 aboveand (iii) at such time), or (iiiii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of any such damage or destruction which have not been applied to the cost of restoration and repair of the Property and Buyer shall assume responsibility for all such repairrepairs, and Purchaser Buyer shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured deductible or Seller/self-insured coinsured amount under applicable property or casualty/liability said insurance policies less any costs or expenses incurred by policies. If Buyer elects to proceed under provision (iii) above, Seller prior to will cooperate with Buyer after the Closing to assist Buyer in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under obtaining the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by proceeds from Seller’s insurers. If the Improvements are Property is not materially damaged, then Purchaser Buyer shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Agreement if Seller shallagrees, at its cost, to repair the damage before the Closing in a manner reasonably satisfactory and restore the Property to Purchaser its previous condition or, if repairs repair and restoration cannot reasonably be completed before the Closing, Buyer shall elect by written notice to Seller given at least ten (10) business days prior to the scheduled date of Closing, either to extend the date of Closing by up to ninety (90) days to permit Seller to restore the Property to its previous condition. If such repairs are not completed by Closing, the Buyer shall have the remedies set forth in Section 4.1(i) or if (iii), or to receive an assignment from Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser at the payment Closing of any all insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of any such damage or destruction (less which have not been applied to the cost of restoration and repair of the Property and Buyer shall assume responsibility for all such repairs, with Buyer receiving a credit at Closing in an amount equal to any amounts expended by Seller for repairs made by Seller prior to Closing)applicable deductible. For the purposes of this Agreement, “material Material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller reasonably exceeding ten percent (10%) of the Purchase Price $1,000,000.00 to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected does not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with complete the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller the damage prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing DateClosing.

Damage. In If the Premises become untenantable in whole or part because of fire or other casualty covered by insurance required under the Lease ("Casualty"), or as the result of a taking of, or damage to, the Premises (or any building thereon) in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof ("Taking"), then Landlord or Landlord's engineer shall provide written notice to Tenant of its reasonable estimate of the time reasonably required to substantially complete the necessary repairs or restoration ("Landlord's Repair Notice"). Unless the Lease is terminated in accordance with Section 14.2, Landlord, with reasonable dispatch (but subject to delays for adjustment of insurance proceeds or taking awards, as the case may be, and causes beyond Landlord's reasonable control, shall repair the damage in the event of any material a Casualty (or in the event of a partial Taking which affects the Premises, restore the remainder of the Premises not so taken to substantially the same condition as is reasonably feasible) within one (1) year with respect to substantial reconstruction of at least 50% of the Premises, or, within 120 days in the case of restoration of less than 50% of the Premises from the date of said Casualty or Taking so that the Premises are in substantially the same condition as following completion of Tenant's Work as set forth in Section 3.5, all subject to rights of Mortgagees, zoning laws, and building codes then in existence, and provided Landlord shall not be required to expend more than the net insurance proceeds Landlord receives for damage to the Premises or destruction the net Taking award attributable to the Premises. Notwithstanding the cause for any delay, Landlord shall complete restoration within the same time periods set forth above of the Improvements Casualty or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage Taking. If the Premises are untenantable in whole or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller part as a result of Casualty or Taking, the rent payable hereunder during the period in which they are untenantable shall be reduced or abated to such damage or destruction extent as may be fair and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount reasonable under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably circumstances. "Net" means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) or Taking award less all costs and expenses, including adjusters and attorney's fees, of obtaining the same. Tenant also shall be claimed required to pay to Landlord any deductible maintained under the property insurance policy or insurance policies; provided, however, specified in Section 13.1(c) above (but only to the extent not already accounted for in Building Expense Rent). Tenant shall give written notice to Landlord of any final settlement damage to the Premises at the time Tenant has notice thereof. Subject to the provisions of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser orSection 13.6 hereof, if repairs cannot be completed before the Closing Premises are wholly or if Seller otherwise elects (in Seller’s sole discretion) not to commence partially damaged or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller destroyed as a result of the willful misconduct of Tenant or any of Tenant's Affiliates, and Landlord elects to undertake to repair or restore all such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2destruction, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to repair and restoration shall be in excess of $25,000.00at Tenant's sole cost and expense, and (z) Seller, this Lease shall continue in Seller’s sole discretion, notifies Purchaser, full force and effect without any abatement or reduction in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred Base Rent or other payments owed by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”)Tenant; provided, however, that if Tenant shall be relieved of its obligation pursuant to this Section 14.1 to the Uninsured Loss Determination Date has not occurred as extent that insurance proceeds are collected by Landlord pursuant to insurance policies carried by Landlord, in which case Tenant shall be responsible for the payment of the Closing Datedeductible and that portion not covered by insurance. Under no circumstances shall Landlord be required to repair any damage to, then Purchaser or Seller may elect make any repairs to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Dateor replacements of, Tenant's personal property.

Damage. In If the Premises are damaged in whole or part because of fire or other casualty (“Casualty”), or if the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed immediately following completion of Landlord’s Work, or in the event of any material damage to or destruction a partial Taking which affects the Building and the Premises, restore the remainder of the Improvements or any portion thereofBuilding and the Premises not so Taken to substantially the same condition as is reasonably feasible. Subject to rights of Mortgagees, Purchaser mayTenant Delays, at its option by notice Legal Requirements then in existence and to Seller given within ten (10) days after Seller notifies Purchaser delays for adjustment of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insuranceor Taking awards, if any, applicable to any period on and after as the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repaircase may be, and Purchaser shall (except as provided for below instances of Force Majeure, and subject to the limitations hereintermination rights of the parties set forth in this Section 15, Landlord shall exercise commercially reasonable efforts to substantially complete such restoration as promptly as practicable. Upon substantial completion of such restoration by Landlord, Tenant shall (a) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the Closing case may be, as soon as reasonably possible, or (b) with Landlord’s approval with respect to any Casualty or Taking occurring during the last thirty (30) months of the Term, assign to Landlord all of Tenant’s right, title and interest in and to any and all insurance proceeds relating to such Casualty of Taking, as the case may be. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the repair of such damagePremises or the Building. Purchaser and Seller In no event shall collaboratively work together Landlord be required to file such claim expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for all of damage to the damage which may reasonably be claimed under Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance policy proceeds or insurance policies; providedTaking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, howeverincluding adjusters and attorney’s fees, any final settlement of such claim obtaining the same. Tenant shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right pay to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in SellerLandlord Tenant’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment Share of any deductible under any property insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller policy maintained by Landlord. Except as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser Landlord may elect to terminate this Agreement pursuant to this Section 4.215.1, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein under no circumstances shall Landlord be required to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less repair any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited damage to, or make any loss repairs to or portion thereof that is not covered by insurance or falls replacements of, any Tenant-Insured Improvements. Landlord and Tenant shall work cooperatively in good faith to mutually determine how the restoration responsibilities of Landlord and Tenant under or within this Section 15.1 might be performed so as to restore the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred Premises as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Datequickly as possible.

Damage. 12.01 INSURED LOSS shall herein mean damage or destruction which was caused by an event required to be covered by the insurance described in Section 11. 12.02 In the event the Building is damaged or destroyed to the extent of less than fifty percent (50%) of the replacement value thereof, Landlord, at its sole cost and expense, unless it elects to terminate this Lease pursuant to this Section 12, will proceed with reasonable speed to repair the Premises or the Building, as the case may be (i) to a condition substantially equal to the condition of the Premises or the Building existing immediately prior to such damage or destruction, (ii) pursuant to all applicable requirements of law and duly constituted governmental authority, and (iii) in the case of the Premises, in accordance with specifications, working plans and drawings prepared by Landlord, at its sole cost and expense, and approved in advance by Tenant, which appeal shall not be unreasonably withheld or delayed. The building insurance proceeds under the policies maintained by Tenant shall be applied toward the cost of all repairs and restoration Landlord is required to make under this Section 12.02 and such repairs and restoration proceeds shall be available to the Landlord to facilitate such repairs and restoration of the Premises Tenant shall reimburse Landlord for any amounts not covered by the insurance proceeds. In the event the Building is damaged or destroyed to the extent of more than fifty percent (50%) of the replacement value thereof, Landlord will have the right to elect to demolish, rebuild or reconstruct the Building if it is damaged by fire or other casualty and, if Landlord so elects, whether or not the Premises have been damaged, this Lease may be terminated by Landlord upon written notice to the Tenant and the rent will be adjusted to the date of the fire or other casualty. In the event of any material damage the Building is damaged or destroyed to or destruction the extent of more than fifty percent (50%) of the Improvements or any portion replacement value thereof, Purchaser mayTenant shall have the right to terminate the Lease, by written notice, and the rent will be adjusted to the date of the fire or other casualty. If such damage makes the Premises untenantable and was not caused by any act, neglect or default of Tenant, its servants, agents, employees, visitors or licensees, there will be an equitable abatement of rent for the period during which and to the extent that the Premises are untenantable and until Landlord fully repairs and restores the Premises and the Building to a condition substantially equal to the condition thereof which existed immediately prior to that fire or other casualty (or to the condition otherwise approved by Tenant). If repair of the Premises is delayed by Tenant's failure to adjust its own insurance claim, there will be no abatement of rent for the period of such delay. Notwithstanding anything to the contrary contained herein, in the event Landlord has not completed the repairs and restoration of the Premises and/or the Building within eight (8) months after the date such damage and such delay is not the result of Tenant's failure to provide the necessary insurance proceeds to repair such damage or destruction, then Tenant, at its option by notice to Seller given within option, may cancel and terminate this Lease upon ten (10) days after Seller notifies Purchaser of such damage or destruction (andwritten notice to Landlord. Further, if necessary, the Closing Date Building shall be extended damaged or destroyed to give Purchaser the full ten extent of more than thirty-five percent (1035%) day period to make such election)of the replacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, as the same may have been extended, either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) Landlord or Tenant shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair Lease as of the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result date of such damage or destruction by giving written notice to the other party within thirty (less any amounts expended by Seller for repairs made by Seller prior 30) days following such damage or destruction, unless Tenant, within thirty (30) days following the receipt of such notice from Landlord shall exercise an option to Closing). For extend the purposes Term of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases Lease pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate Section 2 hereof. If this Agreement Lease is terminated pursuant to this Section 4.212, such that tenants with remaining termination rights lease in Landlord and Tenant shall each be released from its respective liability and obligations hereunder accruing from and after the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount date of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above damage or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Datedestruction.

Damage. In the event that the Building or Premises are damaged for any reason whatsoever and Tenant is unable, in Tenants reasonable business judgement, to carry on its normal business operations for a period of any material damage to or destruction of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten forty five (1045) days after Seller notifies Purchaser of such damage or destruction (andmore, if necessary, the Closing Date Tenant shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this AgreementLease by giving written notice of such termination to the Landlord no later than thirty (30) days after the occurrence of such damage. Upon such termination, Tenant's obligations hereunder and each of them, including the obligation to pay rent, shall cease and determine as of the day the Premises were so damaged. If in Tenant's reasonable business judgement, it is unable to carry on its normal business operations for a period of less than forty five (45) days because of such damage, rent shall abatx (xx any free rent period provided for in Paragraph 3 hereof shall be extended) for the period the Premises are untenantable. In the event the Premises are partially damaged by fire or other casualty and Tenant shall determine that it is able to carry on its normal business operations, Tenant shall pay rent for only such portion of the Premises which Tenant in its determination may reasonably occupy during the time required to make repairs. All repairs necessary to restore the Premises to its original condition shall be: (a) commenced within thirty (30) days after the occurrence of such damage; (b) performed in a diligent and workmanlike manner with material of at least the same quality utilized originally in the construction of the Premises; (c) completed by Landlord at Landlord's sole expense with a minimum of interference with Tenant's normal business operations. If in Tenant's determination Landlord shall not have performed any of the above obligations in strict compliance therewith, then Tenant may, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs canshall not be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete requited to, undertake such repairsobligations, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller all costs and expenses incurred by Tenant as a result of such damage thereof may be deducted from any rent or destruction (less any amounts expended by Seller for repairs made by Seller prior other payment clue or to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Datebecome due hereunder.

Damage. In (a) If the event of any material damage to or destruction of the Improvements Building is damaged by fire or any portion thereofother cause to such extent that the cost of restoration, Purchaser mayas reasonably estimated by Landlord, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage will equal or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten exceed thirty percent (1030%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more replacement value of the rentable square footage Building (exclusive of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2foundation) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the damage, or if more than fifty (50%) percent of the Premises is totally damaged or rendered wholly untenantable by fire or any other cause, Landlord may, no later than the sixtieth (60th) day following the damage, give Tenant notice of its election to terminate this Lease ("Termination Notice"). (b) If the Premises or the Building are damaged by fire or other insured cause to such an extent that Landlord determines, in its reasonable discretion, that the damage cannot be repaired within one hundred eighty (180) days from the date of the fire or other casualty, then scheduled Closing Landlord shall promptly give Tenant notice of such determination (“Repair Notice”) and (i) Landlord may terminate this Lease by Termination Notice given to Tenant within sixty (60) days after the date of the damage and (ii) Tenant may terminate this Lease by Termination Notice given to Landlord within 60 days after the date Tenant receives the Repair Notice. (c) The date any Termination Notice is given pursuant to Sections 19(a) or 19(b) above, shall be referred to herein as the "Notice Date." Any Termination Notice shall specify a termination date, which termination date shall be no sooner than the date that is 30 days after the Notice Date, and no later than 60 days after the Notice Date, and this Lease and the Term shall terminate on the date specified in the Termination Notice as though that day were the last day of the Term. In that event, the Rent shall be abated on a pro rata basis based on the proportion of the rentable area of the Premises that Tenant was able to use from the date of the damage through the date of termination. (d) Unless this Lease is terminated by Landlord or Tenant as provided in Sections 19(a) or 19(b) above, Landlord shall restore the Building and the Premises with reasonable promptness, subject to delays beyond Landlord’s control and delays in making of insurance adjustments by Landlord and Rent will be abated on a pro rata basis during the repair period based on the proportion of the rentable area of the Premises that Tenant is unable to use during the repair period. Landlord shall have no obligation to repair any damage to, or replace, Tenant’s Alterations or other property located in the Premises, other than the Tenant Improvements.

Damage. If, prior to the Closing Date, all or any part of the Improvements are damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. If any part of the Improvements are substantially damaged, at Purchaser's option (to be exercised by Purchaser's written notice to Seller given within thirty (30) days after Seller's initial notice to Purchaser), this Agreement shall terminate. In the event of any material damage to or destruction such termination of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event neither party will have any further obligations under this Agreement (other than the obligations of the parties that, by the express terms hereof, survive any such termination), and the Xxxxxxx Money shall be refunded to Purchaser. If Purchaser fails to elect to terminate (in the manner provided in this Section 12) despite such damage, or if the Improvements are damaged but not the Independent Contract Consideration) substantially, Seller shall be immediately returned promptly commence to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of repair such damage or destruction and assume responsibility for to return the Improvements to substantially their condition prior to such repair, and Purchaser damage. If such damage shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller be completely repaired prior to the Closing Date, then there shall be no reduction in connection with the repair Purchase Price, and Seller shall retain the proceeds of all insurance related to such damage. Purchaser and Seller shall collaboratively work together to file If such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller completely repaired prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event but Seller is diligently proceeding to repair, then Seller shall complete the Xxxxxxx Money repair after the Closing Date and shall be returned entitled to Purchaser and receive the proceeds of all insurance related to such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”)damage; provided, however, that if Purchaser shall have the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect right to extend delay the Closing Date until repair is completed. For purposes of this Section 12, the date words "substantially damaged" mean damage that is five (5) business days after would cost $750,000 or more to repair or damage that would entitle the Uninsured Loss Determination Date occurs provided Seller delivers written notice Tenant to Purchaser of such election to extend terminate the Closing Date prior to the occurrence of the then scheduled Closing DateLease.

Damage. In Landlord will maintain standard fire and extended coverage insurance on the event of any material damage to Shopping Center. If the demised premises shall be damaged by fire or destruction other casualty of the Improvements kind insured against under the policies of fire insurance and extended coverage obtained by Landlord, but are not thereby rendered untenantable in whole or any portion thereofin part, Purchaser mayLandlord shall promptly, at its option own expense, cause such damage to be repaired, and the fixed minimum rent and all additional rent shall not be abated or reduced. If by notice to Seller given within ten (10) days after Seller notifies Purchaser reason of such occurrence, the demised premises shall be rendered untenantable only in part, Landlord shall promptly, at its own expense, cause the damage to be repaired, and the fixed minimum rent only shall be reduced during the period of such untenantability proportionately, based on the ratio of the number of square feet of floor area of the demised premises rendered untenantable to the total number of square feet of floor area of the demised premises; in such case, there shall be no reduction in the additional rent due under Article Three or destruction (andotherwise under this Lease. If the demised premises shall be rendered wholly untenantable by reason of such occurrence, Landlord shall promptly, at its own expense, cause such damage to be repaired and the fixed minimum rent shall be abated during the period of such untenantability, however, in such case, there shall be no reduction in the additional rent due under Article Three or otherwise under this Lease. Notwithstanding anything to the contrary in the foregoing, if necessary, the Closing Date demised premises shall be extended destroyed or damaged to give Purchaser the full ten extent of fifty percent (1050%) day period to make such election), either (i) terminate this Agreement, in which event or more of their replacement value above foundation walls or rendered wholly untenantable after the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in beginning of the last four three (43) sentences years of Subsection 2.2.1 abovethe then current term of this Lease (or twenty-five percent (25%) during the last two (2) years of the then current term of this Lease), or fifteen percent (ii15%) proceed under this Agreement, receive an assignment during the last year of the payment then current term of any insurance proceeds (including calculated rent loss insurancethis Lease), if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of at any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten time forty percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (2040%) or more of the rentable square footage of buildings and improvements comprising the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of Shopping Center shall be damaged or destroyed or rendered substantially untenantable by any such tenants waive in writing their right to terminatecasualty, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser Landlord may terminate this Agreement Lease by delivering written notice to Seller prior Tenant, said notice to be given within sixty (60) days of the earlier event giving rise to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above such damage or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and destruction. Any such termination as aforesaid shall otherwise be as provided in not affect any rights theretofore accrued to Landlord because of prior defaults of Tenant. During the last four (4) sentences course of Subsection 2.2.1 above. For repairing the purposes of demised premises or the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, Shopping Center after any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Date.such

Damage. In If the event Premises are damaged in whole or part because of any material damage to fire or destruction of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten other insured casualty (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above“Casualty”), or (ii) proceed under this Agreement, receive an assignment of if the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and Premises are subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing taking in connection with the repair exercise of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the damage which may reasonably be claimed under the insurance policy or insurance policies; providedforegoing, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damageda “Taking”), then Purchaser unless this Lease is terminated in accordance with Section 13.2 below, Landlord shall not (except restore the Building and/or the Premises to substantially the same condition as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days existed prior to the last day upon Casualty, or in the event of a partial Taking which Purchaser affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible, and Rent shall be proportionately abated until restoration of the Premises is substantially complete, but only to the extent that business interruption insurance is not available. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more efficiently be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, any act or omission by Tenant and/or Tenant’s agents, servants, employees, contractors, subcontractors, licensees and/or subtenants (collectively with Tenant, the “Tenant Parties”) which causes an actual delay in the performance of Landlord’s restoration work, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Landlord’s Force Majeure, Landlord shall diligently pursue completion of such restoration and substantially complete such restoration within nine (9) months after Xxxxxxxx’s receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Tenant-Insured Improvements to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as commercially reasonable. Xxxxxx agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and reasonable attorneys’ fees, of obtaining the same. In the fiscal year in which a Casualty occurs, there shall be included in Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect to terminate this Agreement pursuant to this Section 4.213.1, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein under no circumstances shall Landlord be required to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less repair any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited damage to, or make any loss repairs to or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured lossreplacements of, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Dateany Tenant- Insured Improvements.

Damage. In If the event Premises are damaged in whole or part because of any material damage to fire or destruction of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten other casualty (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above“Casualty”), or (ii) proceed under this Agreement, receive an assignment of if the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and Premises are subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing taking in connection with the repair exercise of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the damage foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed immediately following completion of Landlord’s Work, or in the event of a partial Taking which may affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably be claimed under the insurance policy or insurance policies; providedfeasible. If, howeverin Landlord’s reasonable judgment, any final settlement element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such claim restoration shall also be determined made by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this AgreementLandlord, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in SellerTenant’s sole discretion) not cost and expense. Subject to commence rights of the holders of any mortgages, the lessors under any ground leases, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall substantially complete such repairs, assign to Purchaser the payment of any insurance proceeds restoration within fifteen (including calculated rent loss insurance, if any, applicable to any period on and 15) months after the Closing Date) due Seller as a result Casualty or Taking with respect to substantial reconstruction of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten at least fifty percent (1050%) of the Purchase Price to repair Building, or, within two hundred seventy (270) days after the Casualty or (ii) that would permit tenants leasing Taking in the aggregate twenty case of restoration of less than fifty percent (2050%) or more of the rentable square footage Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Property Premises to terminate their Leases pursuant to substantially the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days same condition as existed immediately prior to such Casualty or Taking, as the last day upon which Purchaser case may elect be, as soon as reasonably possible. Tenant agrees to terminate this Agreement pursuant cooperate with Landlord in such manner as Landlord may reasonably request to this Section 4.2, such that tenants with remaining termination rights lease assist Landlord in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing collecting insurance proceeds due in connection with any Casualty which affects the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice Premises or the Building. In no event shall Landlord be required to Seller prior expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the earlier to occur of (1) Premises and/or the date that is five (5) business days after Purchaser receives Building or the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior Net Taking award attributable to the date that is ten (10) business days after Seller obtains knowledge of Premises and/or the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the Building. “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Date.

Damage. In If the event Premises are damaged in whole or part because of any material damage to fire or destruction of the Improvements other casualty or any portion thereof, Purchaser may, at its option by notice to Seller given within ten otherwise become not habitable (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above“Casualty”), or (ii) proceed under this Agreement, receive an assignment of if the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and Premises are subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing taking in connection with the repair exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed immediately following completion of Tenant’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taken to substantially the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, Tenant Delays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Landlord’s Force Majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such damage. Purchaser and Seller restoration by Landlord, Tenant shall collaboratively work together use diligent efforts to file such claim for all complete restoration of the damage which Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord be claimed under required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance policy proceeds or insurance policies; providedTaking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, howeverincluding reasonable adjusters and attorney’s fees, any final settlement of such claim shall be determined by Sellerobtaining the same. If the Improvements are not materially damaged, then Purchaser shall not (except Except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser Landlord may elect to terminate this Agreement pursuant to this Section 4.215.1, such that tenants with remaining termination rights lease in under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements. If part of the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein Premises shall be subject to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00a Taking, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected this Lease is not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be terminated as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such datethis Section 15, the “Uninsured Loss Determination Date”); provided, however, that if Rent payable hereunder during the Uninsured Loss Determination Date has not occurred unexpired Term shall be reduced to such extent as of may be fair and reasonable under the Closing Date, then Purchaser or Seller may elect circumstances and to extend reflect Tenant’s diminished ability to use the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing DatePremises.

Damage. Risk of loss up to and including the Closing Date shall be borne by Seller. In the event of any material damage to or destruction of any of the Improvements Properties or any portion thereof, Purchaser may, at its option option, by notice to Seller given within ten (10) 10 days after Seller notifies Purchaser of such damage or destruction (and, and if necessary, necessary the Closing Date shall be extended to give Purchaser the full ten (10) -day period to make such election), either ): (i) terminate this Agreement, in which event Agreement as to the Xxxxxxx effected properties (and the Exxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be if this Agreement is terminated as provided in to all of the last four (4) sentences of Subsection 2.2.1 aboveproperties), or (ii) proceed under this Agreement, receive any insurance proceeds, or an assignment of the payment of any insurance thereof if such proceeds are unavailable (including calculated any rent loss insurance, if any, insurance applicable to any period on and after the Closing Date) ), due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured deductible or Seller/self-insured coinsured amount under applicable property or casualty/liability said insurance policies less and any costs or expenses incurred by Seller prior additional amounts necessary, in Purchaser’s reasonable judgment, to the Closing in connection with the repair of complete such damagerepairs. Purchaser and Seller shall collaboratively work together to file such claim for If one but not all of the damage properties are affected, and Purchaser elects to terminate as to that property, Purchaser shall also elect whether to proceed with this Agreement as to the unaffected properties in accordance the Purchase Price allocations set forth on Exhibit I (in which event the Exxxxxx Money shall be applied at Closing as directed by Purchaser), or to terminate this entire Agreement and receive a return of its Exxxxxx Money. If Purchaser elects (ii) above, Purchaser may reasonably be claimed under extend the Closing Date for up to an additional 10 day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Purchaser in obtaining the insurance policy or insurance policies; provided, however, any final settlement of proceeds and such claim shall be determined by agreements from Seller’s insurers. If the Improvements are Property is not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairsClosing, assign to Purchaser the payment of at Closing any available insurance proceeds (including calculated rent loss insurancefor such repair, if any, and credit Purchaser at Closing an amount equal to the applicable deductible plus any additional cost to any period on and after complete the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing)repair. For the purposes of this Agreement, “material Material damage” and “materially Materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller reasonably exceeding ten percent (10%) of the Purchase Price $250,000 to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrarywhich, in the event (y) reasonable estimation of an uninsured loss reasonably estimated a mutually acceptable third party contractor, will take longer than 90 days to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Date.

Damage. 21.1 In the event the Premises or the Building, or any portion thereof, shall be damaged by fire or other casualty not caused by the intentional or negligent acts of Tenant or Tenant Parties, which damage substantially interferes with Tenant’s use of the Premises, and provided that Tenant shall have promptly provided notice to Landlord of such damage, this Lease shall terminate one hundred and eighty (180) days after Landlord’s receipt of notice of such damage, unless Tenant receives written notice of Landlord’s election to repair said damage within such period of time, in which case this Lease shall continue in full force and effect. However, if Landlord is unable to repair said damage within two hundred and seventy (270) days after Landlord’s receipt of notice of such damage, then Tenant shall have the right to terminate the Lease upon written notice to Landlord of such election within 15 days after the expiration of the two hundred and seventy (270) day period, unless Landlord has completed such work within such 15 day period. If this Lease is terminated pursuant to this Section and if an Event of Default has not occurred, Rent shall be prorated as of the date of termination of this Lease and the Security Deposit, if any, shall be returned to Tenant, less any offsets permitted hereunder, and all rights and obligations under this Lease shall cease and terminate, except as to those that are stated herein to survive expiration of the Lease Term or termination of this Lease. In the event of any material damage to the Building or destruction of the Improvements or any portion thereof, Purchaser may, at its option by notice to Seller given within ten (10) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election), either (i) terminate this Agreement, in which event the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Purchaser shall (except as provided for below and subject Premises to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/selfextent of twenty-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten five percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (2025%) or more of the rentable square footage replacement cost of either the Building or the Premises, or in the event the Project shall be damaged to the extent of twenty-five percent (25%) or more of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminatereplacement aggregate cost thereof, no later than two (2) business days prior to the last day upon which Purchaser Landlord may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering Lease upon written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser Tenant of such election to extend the Closing Date prior to within ninety (90) days after the occurrence of the then scheduled Closing event causing the damage. 21.2 Landlord’s repairs pursuant to the provisions of this Article, if any, shall be limited to such repairs as are necessary to place the Project, Building or Premises in the condition existing on the Commencement Date, and when placed in such condition the Project, Building and Premises shall be deemed restored and rendered tenantable and Tenant, at its sole expense, shall immediately perform, in accordance with the provisions of Article 13 hereof, entitled “Alterations; Mechanic’s Liens,” any additional work required and repair or replace its stock in trade, fixtures, furniture, furnishings and equipment. 21.3 All insurance proceeds payable under any fire and/or rental interruption insurance shall be paid solely to Landlord, and Tenant shall have no interest therein. Insurance proceeds for Tenant’s separate insured interest, such as renter’s insurance or business interruption insurance, shall be payable to Tenant. Tenant shall in no case be entitled to compensation for damages on account of any annoyance or inconvenience in making repairs under any provision of this Lease. Provided that Tenant is not in default (after notice and opportunity to cure), during any period of time that all or a material portion of the Premises is rendered untenantable as a result of a casualty, the Rent shall axxxx for the portion of the Premises that is untenantable and not used by Tenant.

Damage. In If, prior to the event of Closing Date, all or any material damage to or destruction part of the Improvements are substantially damaged by fire or any portion thereofother casualty, Seller shall immediately give notice to Purchaser mayof such fact and, at its Purchaser's option by notice (to Seller given be exercised within ten thirty (1030) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such electionSeller's notice), either (i) terminate this AgreementAgreement shall terminate, in which event neither party will have any further obligations under this Agreement (other than the obligations set forth in Section 3(b) and Article 13 hereof, which obligations shall survive any such termination) and the Xxxxxxx Money (shall be refunded to Purchaser provided Purchaser is not in breach or default hereunder beyond any applicable grace or cure period. If Purchaser fails to elect to terminate despite such damage, or if the Improvements are damaged but not the Independent Contract Consideration) substantially, Seller shall be immediately returned promptly commence to Purchaser (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above), or (ii) proceed under this Agreement, receive an assignment of the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of repair such damage or destruction and assume responsibility for return the Improvements to substantially its condition prior to such repair, and Purchaser damage. If such damage shall (except as provided for below and subject to the limitations herein) receive a credit at Closing for any deductible, uninsured or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller be completely repaired prior to the Closing Date then there shall be no reduction in connection with the repair Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. Purchaser and If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall collaboratively work together complete the repair after the Closing Date and shall be entitled to file receive the proceeds of all insurance related to such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policiesdamage; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance or falls under or within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend delay the Closing Date until the date that repair is five completed for a period not to exceed thirty (530) business days after the Uninsured Loss Determination Date occurs provided days, and if any damage remains unrepaired at Closing, Seller delivers written notice shall assign all of its right, title and interest in and to any insurance claims and proceeds relating to such damage and shall deliver to Purchaser an amount equal to any deductible portion of such election any applicable casualty insurance policy, and the Purchase Price shall not be reduced. For purposes of this Section, the words "substantially damaged" mean damage that would cost Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00) or more to extend the Closing Date prior to the occurrence of the then scheduled Closing Daterepair.

Damage. In Please note the event of any material damage to or destruction distinction between “defect” and “damage” as used in this Limited Warranty: “Defect” means the failure of the Improvements workmanship performed and/or materials used to conform with the design and manufacturing specifications and tolerances of Xtreme Outdoors. Defects are covered because Xtreme Outdoors is responsible; on the other hand, Xtreme Outdoors has no control over “damage” caused by such things as collision, misuse and lack of maintenance which occurs after the RV is delivered to the owner. Therefore, “damage” for any reason which occurs after the RV is delivered is not covered under this warranty. Maintenance services are also excluded from the warranty because it is the owner’s responsibility to maintain the RV. The following are obligations which must be performed by the Authorized Xtreme Outdoors Independent Dealership (“dealer”) ● To properly maintain the RV until retail sold to the purchaser ● To perform a comprehensive pre-retail delivery inspection (“PDI”) ● To repair or replace any portion thereof, Purchaser may, at its option by defective parts ● To correct defects in workmanship which are identified prior to initial retail purchaser taking delivery of the RV ● To present the initial retail purchaser with this Limited Warranty prior to the initial retail purchaser entering into any written contract to purchase a RV ● To submit the signed Xtreme Outdoors RV Warranty Registration Form and the signed Limited Warranty The purchaser shall give notice to Seller given Xtreme Outdoors or dealer within ten Thirty (1030) days after Seller notifies Purchaser of such damage it is or destruction (andshould have been discovered, if necessary, the Closing Date and any action to enforce it shall be extended commenced not more than three (3) months thereafter; otherwise the Purchaser will have waived any such defect and claim, and any and all damages arising as a result thereof. The Purchaser is responsible to give Purchaser maintain the full ten (10) day period to make such election), either (i) terminate this Agreement, camper in which event accordance with the Xxxxxxx Money (but not the Independent Contract Consideration) shall be immediately returned to Purchaser (and such termination shall otherwise be as instructions provided in the last four (4) sentences Owner’s Manual and/or any other care and maintenance manuals supplied with the RV. Failure to follow proper procedures and seasonal maintenance schedules may void your warranty. The Purchaser must inspect the RV at the time of Subsection 2.2.1 above)delivery to ensure that it is acceptable as delivered. This RV has been sold to an independent dealer, and not an agent of Xtreme Outdoors, for resale in the ordinary course of the dealer's business, on terms and conditions and equipped as the dealer and the initial retail purchaser determine, and the initial retail purchaser’s agreement is solely with the dealer, not Xtreme Outdoors does not participate in retail sales or (ii) proceed retail contracts. Among the other requirements under this AgreementLimited Warranty, receive an assignment the Purchaser must also: ● Maintain the RV in accordance with the maintenance requirements contained in the Owner’s Manual; ● Make minor adjustments including (but limited to) doors, drawers, latches, regulators, controls, mechanisms, etc. after 90 days of the payment of any insurance proceeds (including calculated rent loss insuranceownership; ● Maintain all exterior seals and sealant, if any, applicable which must be inspected every 6 months to any period on and after the Closing Date) due Seller as a result of such damage assure there are no gaps or destruction and assume responsibility for such repairvoids, and Purchaser shall (except correcting as provided necessary; and ● Return their vehicle to an authorized dealer for below and subject to the limitations herein) receive a credit at Closing for any deductiblerepairs. As stated above, uninsured some components, accessories or Seller/self-insured amount under applicable property or casualty/liability insurance policies less any costs or expenses incurred by Seller prior to the Closing in connection with the repair of such damage. Purchaser and Seller shall collaboratively work together to file such claim for all of the damage which may reasonably be claimed under the insurance policy or insurance policies; provided, however, any final settlement of such claim shall be determined by Seller. If the Improvements equipment are not materially damaged, then Purchaser shall not (except as otherwise expressly provided below) have the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects (in Seller’s sole discretion) not to commence or complete such repairs, assign to Purchaser the payment of any insurance proceeds (including calculated rent loss insurance, if any, applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, “material damage” and “materially damaged” means damage (i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to repair or (ii) that would permit tenants leasing in the aggregate twenty percent (20%) or more of the rentable square footage of the Property to terminate their Leases pursuant to the terms thereof (unless a sufficient number of such tenants waive in writing their right to terminate, no later than two (2) business days prior to the last day upon which Purchaser may elect to terminate this Agreement pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the aggregate less than such twenty percent (20%) threshold in the Property). Notwithstanding anything contained herein to the contrary, in the event (y) of an uninsured loss reasonably estimated to be in excess of $25,000.00, and (z) Seller, in Seller’s sole discretion, notifies Purchaser, in writing, that Seller has elected not to provide Purchaser with a credit, at Closing, for the estimated amount of such uninsured loss in excess of $25,000.00 (less any costs incurred by Seller prior to Closing in connection with the repair of such damage), then Purchaser may terminate this Agreement by delivering written notice to Seller prior to the earlier to occur of (1) the date that is five (5) business days after Purchaser receives the written notice from Seller as described in clause (z) above or (2) the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, an “uninsured loss” shall include, but not be limited to, any loss or portion thereof that is not covered by insurance this Base Limited Warranty. Examples include tires, batteries, optional generators, and some appliance & electronic entertainment equipment. However, those items may have coverage provided by the component manufacturer. These warranties are completely separate from this Limited Base Warranty, and in some cases may be longer and/or have specific coverage provisions and requirements. In order to activate these warranties you may have to complete registration forms, postcards or falls under or some other form of notification to the component manufacturer within a specific time period. These forms and documents will be located with the Owner’s Materials provided with your new vehicle. You must complete and submit them to the respective manufacturer as quickly as possible, and within the deductible amount of the relevant insurance policy or policies. Seller shall make the election set forth in clause (z) above on or prior to the date that is ten (10) business days after Seller obtains knowledge of the amount of the uninsured loss, based upon reasonable contractor repair/restoration estimates obtained time periods required by Seller (such date, the “Uninsured Loss Determination Date”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser or Seller may elect to extend the Closing Date until the date that is five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of such election to extend the Closing Date prior to the occurrence of the then scheduled Closing Datethose warranties.