Common use of Damage Clause in Contracts

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 such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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. If, prior In the event of “damage” (as hereinafter defined) to the Closing Date, all Property or any part of the Improvements are substantially damaged by fire or other casualtyportion thereof, Seller shall promptly give notice to notify Purchaser thereof. In the event of such fact. Thereaftermajor damage is “major” (as hereinafter defined), Purchaser may, at Purchaser’s option its sole option, elect to proceed with the Closing (subject to be exercised the other provisions of this Agreement) or may terminate this Agreement by Purchaser’s delivering written notice thereof to Seller given within fifteen (15) days after Purchaser's receipt of Seller’s initial 's notice respecting the damage. If, within fifteen (15) days of receipt of Seller's notice respecting such major damage, Purchaser delivers written notice of termination of this Agreement to Purchaser)Seller, this Agreement shall terminate with respect terminate, all Xxxxxxx Money shall be returned to Purchaser and, except for obligations of the Subject Property. In the event of any such parties which survive termination of this Agreement, neither party will the parties shall have any no 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 deedhereunder. If Purchaser fails to does not timely elect to terminate this Agreement, Purchaser shall have no further right to terminate this Agreement (as a result of the damage and in the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantiallyevent, Seller shall promptly commence 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). If the damage is not 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 destruction and give Seller a credit at Closing in an amount sufficient to return pay for the damaged Improvements cost unpaid as of Closing for repair of the applicable damage (i.e. to restore the Property to substantially their the same condition prior as immediately before such casualty), such amount to be determined by an architect or other appropriate professional selected by Seller and approved by Purchaser, such damageapproval not to be unreasonably withheld, conditioned or delayed. If such damage Any assignment by Seller to Purchaser of insurance proceeds respecting loss of rental income shall be completely repaired prior limited to the Closing Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the that portion of such proceeds of all insurance related attributable to such damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair periods after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 LeaseClosing.

Damage. If19.1 If the 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 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 such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damagedestruction; provided, however, that Purchaser if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination 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 Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not 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 usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the 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 use 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 delay terminate this Lease if (a) the Closing Date until holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair is completed. For purposes of this Section 11and restoration, the phrase “substantially damaged” means (ib) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost to repair any damage to of repairing and restoring the Subject Property is estimated to Building would exceed $1,000,000fifty percent (50%) of the replacement value of the Building, (ii) access to whether or parking on not the Subject Property is adversely affectedPremises are damaged or destroyed, (iii) provided the damage results leases of all other tenants 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 LeaseBuilding are similarly terminated.

Damage. If(a) In the event of damage to or destruction of the Premises, prior to the Closing DateBuilding, all or Tenant's other alterations or improvements, or any part of portion thereof, during the Improvements are substantially damaged Term by fire fire, explosion or other casualtycasualty ("Damage"), Seller shall promptly give notice this Lease will not terminate unless Landlord reasonably determines that it will take more than ninety (90) days to Purchaser of such fact. Thereafterrepair and restore the Premises to substantially the same condition they are in on the date hereof, at Purchaser’s option (to be exercised in which event either Landlord or Tenant may terminate this Lease by Purchaser’s providing 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 Propertyother party. In the event of any such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and Landlord shall be entitled to receive the proceeds of all insurance related proceeds except those amounts solely attributable to Tenant's personal property which Tenant would have been entitled to remove pursuant to Paragraph 8. (b) 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 damage; providedpurposes and regardless of the dollar amount of such damage or loss, at Tenant's own sole cost and expense, but using such insurance proceeds as are available, Tenant shall repair, refixture, restock and otherwise restore the Premises to substantially the same condition they were in before such fire or other casualty. Due allowance, however, that Purchaser shall be given for a reasonable time required for adjustment and settlement of insurance claims and for such other delays as may result from government restrictions and controls on construction, if any, and for strikes, national emergencies, and other conditions beyond the control of the parties. (c) Any restoration required to be performed by Tenant under this Paragraph 12 shall be commenced by Tenant promptly after such damage or destruction, and shall be diligently and continuously pursued to completion and shall be completed by Tenant in a good and workmanlike manner and in accordance with all Legal Requirements. (d) Except as specifically provided in Paragraph 12(a), Tenant shall have the no right to delay terminate this Lease or to have the Closing Date until repair is completed. For purposes rent and other charges due hereunder abated despite the occurrence of this Section 11Damage to the Premises, the phrase “substantially damaged” means (i) Building or Tenant's other Alterations or improvements, even if such Damage prevents the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking conduct of Tenant's business on the Subject Property is adversely affectedPremises. No compensation, (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 Propertyclaim, or (iv) 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 damage entitles necessity of repairing the Tenant to terminate Premises or the LeaseBuilding, however the necessity may occur.

Damage. If, prior to If the Closing Date, all Premises are damaged in whole or any part because 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 insured casualty (to be exercised by Purchaser’s written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser“Casualty”), this Agreement shall terminate with respect to the Subject Property. In the event of any such termination of 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 the manner provided in this Section 11) despite such damage, 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 on the Term Commencement Date, 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 Taker to substantially the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements are damaged 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 not substantiallyat Tenant’s sole cost and expense. Subject to rights of Mortgagees, Seller shall promptly commence to repair such damage or destruction delays caused by any of the Tenant Parties, Legal Requirements then in existence and to return delays for adjustment of insurance proceeds or Taking awards, as the damaged Improvements case may be, and instances of 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 restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially their the same condition as existed immediately prior to such damageCasualty or Taking, as the case may be, as soon as reasonably possible. If 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 he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage shall be completely repaired prior to the Closing DatePremises 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, then including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be no reduction included in the Purchase Price, and Seller shall retain the proceeds of all Building Operating Costs Landlord’s deductible under its property insurance related policy. Except as Landlord may elect pursuant to such damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 1115.1, the phrase “substantially damaged” means (i) the cost under no circumstances shall Landlord be required to repair any damage to the Subject Property is estimated to exceed $1,000,000to, (ii) access or make any repairs to or parking on the Subject Property is adversely affectedreplacements of, (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 LeaseTenant-Insured Improvements.

Damage. If, prior In the event of any material damage to the Closing Date, all or any part destruction of the Improvements are substantially damaged by fire or other casualtyany portion thereof, Seller shall promptly give notice to Purchaser of such fact. Thereaftermay, at Purchaser’s its option (to be exercised by Purchaser’s written notice to Seller given within fifteen ten (1510) 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 initial notice sole discretion) not to Purchaser)commence or complete such repairs, this Agreement shall terminate with respect assign to Purchaser the Subject Property. In the event 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 termination damage or destruction (less any amounts expended by Seller for repairs made by Seller prior to Closing). For the purposes of this Agreement, neither party will have any further obligations under this Agreement “material damage” and “materially damaged” means damage (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 i) based upon reasonable contractor repair/restoration estimates obtained by Seller exceeding ten percent (10%) of the Purchase Price to evidence 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 termination includingtenants waive in writing their right to terminate, without limitation, a quit claim deed. If no later than two (2) business days prior to the last day upon which Purchaser fails to may elect to terminate this Agreement (pursuant to this Section 4.2, such that tenants with remaining termination rights lease in the manner provided aggregate less than such twenty percent (20%) threshold in this Section 11the Property). Notwithstanding anything contained herein to the contrary, in the event (y) despite 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), or if the Improvements are damaged but not substantially, then Purchaser may terminate this Agreement by delivering written notice to Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior 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, then there in which event the Xxxxxxx Money shall be no reduction returned to Purchaser and such termination shall otherwise be as provided in the Purchase Pricelast four (4) sentences of Subsection 2.2.1 above. For the purposes of the immediately preceding sentence, and 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 retain make the proceeds of all insurance related to such damage. If such damage shall not be completely repaired election set forth in clause (z) above on or prior to the Closing 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, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage”); provided, however, that if the Uninsured Loss Determination Date has not occurred as of the Closing Date, then Purchaser shall have the right or Seller may elect to delay extend the Closing Date until repair the date that is completed. For purposes five (5) business days after the Uninsured Loss Determination Date occurs provided Seller delivers written notice to Purchaser of this Section 11, such election to extend the phrase “substantially damaged” means (i) the cost to repair any damage Closing Date prior to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on occurrence of the Subject 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 Leasethen scheduled Closing Date.

Damage. If, prior to (a) If the Closing Date, all or any part of the Improvements are substantially Premises shall be damaged by fire or other casualty, Seller the Landlord shall promptly give notice to Purchaser collect the proceeds 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 insurance and immediately and with respect to the Subject Property. In the event of any such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly all due diligence commence to repair such damage at its expense. From the date the damage occurs to the date the repairs are complete, the rent due hereunder shall be reduced by the same percentage as the percentage of the 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 damage or destruction and to return the damaged Improvements Premises from any cause whatsoever cannot be repaired within one hundred eighty (180) days following the date such damage occurs, the Tenant may terminate this Lease by written notice to substantially their condition prior to the Landlord given within ninety (90) days following the occurrence of such damage. If 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 shall be completely repaired prior occurs and the Landlord elects not 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 repair such damage. If such damage shall not be completely repaired prior to , the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser Landlord shall have the right to delay terminate this Lease by written notice to the Closing Date until repair is completedTenant given within ninety (90) days after the date such damage occurred provided that no more than three (3) calendar years remain in the term hereof. For purposes Notwithstanding the foregoing, if at 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 Section 11Lease shall not be terminated and the Landlord shall promptly commence restoration of the Premises. (b) In the event of a termination of the Lease pursuant to this paragraph, the phrase “substantially damaged” means all insurance proceeds payable by reason of damage under policies required to be carried hereunder (i) the cost excluding any insurance proceeds attributable to repair any damage to the Subject Property is estimated Tenant's inventory, trade fixtures, business or leasehold improvements paid for by the Tenant) shall be paid to exceed $1,000,000, (ii) access to or parking on the Subject 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 LeaseLandlord.

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 thirty (1530) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Subject Property. In the event of any such termination of this Agreement, the 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 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 Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage that gives rise to the Subject Property is estimated to exceed $1,000,000, ability of the Tenant(s) leasing at least fifty percent (ii50%) access to or parking on of the Subject Property is adversely affected, (iii) the damage results rentable square feet in the Subject Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting (in the Subject Property, or (ivaggregate) the damage entitles the Tenant to terminate such Tenants’ Lease(s) pursuant to the Leaseterms and conditions of such Lease(s) and such Tenant(s) actually terminate such Lease(s).

Damage. IfIn the event that the Building or Premises are damaged for any reason whatsoever and Tenant is unable, prior in Tenant's reasonable business judgement, to carry on its normal business operations for a period of forty five (45) days or more, Tenant's shall have the right to terminate this Lease by giving written notice of such termination to the Closing DateLandlord no later than thirty (30) days after the occurrence of such damage. Upon such termination, all or any part Tenant's obligations hereunder and each of them, including the obligation to pay rent, shall cease and determine as of the Improvements 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 substantially untenantable. In the event the Premises are partially damaged by fire or other casualtycasualty and Tenant shall determine that it is able to carry on its normal business operations, Seller Tenant shall promptly give notice pay rent for only such portion of the Premises which Tenant in its determination may reasonably occupy during the time required to Purchaser of such factmake repairs. Thereafter, at Purchaser’s option All repairs necessary to restore the Premises to its original condition shall be: (to be exercised by Purchaser’s written notice to Seller given a) commenced within fifteen thirty (1530) days after Seller’s initial notice to Purchaser), this Agreement shall terminate the occurrence of such damage; (b) performed in a diligent and workmanlike manner with respect to material of at least the Subject Property. In same quality utilized originally in the event construction of any such termination the Premises; (c) completed by Landlord at Landlord's sole expense with a minimum of 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 deedinterference with Tenant's normal business operations. If Purchaser fails to elect to terminate this Agreement (in Tenant's determination Landlord shall not have performed any of the manner provided above obligations in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Datestrict compliance therewith, then there shall be no reduction in the Purchase PriceTenant may, and Seller shall retain the proceeds of all insurance related to such damage. If such damage but shall not be completely repaired prior required to, undertake such obligations, and all costs and expenses incurred by Tenant as a result thereof may be deducted from any rent or other payment due or to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leasebecome due hereunder.

Damage. IfIf the Demised Premises shall be destroyed or damaged, prior to the Closing Datein whole or in part, all or any part of the Improvements are substantially damaged by fire or other casualtycasualty (a “Damage Event”), Seller Tenant shall promptly give notice notify Landlord when Tenant has knowledge of same, then Landlord shall, at its sole cost and expense, diligently repair and restore the Building to Purchaser substantially the condition immediately prior to the damage in such manner as to not, to the extent practicable, interfere with Tenant’s conduct of its business in the Demised Premises; provided that, in no event shall Landlord be required to repair or restore the Tenant Property, which shall be repaired and restored by Tenant. At the 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 destroyed to the same condition, as nearly as possible, as existed prior to such Damage Event in good faith, and with promptness and diligence. In such event, Landlord shall cooperate with Tenant in all ways necessary to expedite the restoration. From the time of any damage or destruction to the Building until the earlier to occur of (i) the date when Landlord redelivers possession of the Demised Premises (or the applicable portion thereof) to Tenant in the condition required above or (ii) or the date when Tenant resumes operations of its business in such portion of the Demised Premises, Rent shall be reduced in the proportion to the Rentable Area of the portion of the Demised Premises that is not usable or reasonably accessible by Tenant for the conduct of its business. Notwithstanding the generality of the foregoing, if (a) the Demised Premises are totally damaged or are 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 fact. Thereafterfire 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, at Purchaser’s or no such option is remaining, then in either of such events, Tenant may, not later than ninety (to be exercised by Purchaser’s 90) days following the date of the damage, give Landlord a written notice to Seller given within fifteen terminating this Lease. If this Lease is so terminated, (15a) the Tenn shall expire upon the date set forth in such notice, which shall not be less than thirty (30) days after Seller’s initial such notice is given, and Tenant shall vacate the Demised Premises and surrender the same to Purchaser), this Agreement shall terminate with respect to the Subject Property. In the event of any such termination of this Agreement, neither party will have any further obligations under this Agreement (other Landlord no later 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 (date set forth in the manner provided in this Section 11notice, (b) despite such Tenant’s liability for rent hereunder shall cease as of the date of the damage, or if (c) any prepaid Rent for any period after the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return date of the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior refunded by Landlord to the Closing Date, then there shall be no reduction in the Purchase PriceTenant, 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 diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and (d) Landlord shall be entitled to receive the collect all insurance proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage policies held by Landlord or Tenant providing coverage for alterations and other improvements to the Subject Property is estimated Demised Premises. Landlord shall retain such proceeds from Tenant’s insurance only to exceed $1,000,000the extent that Landlord performed or paid for such alterations and improvements, (ii) access whether by contribution, offset or otherwise, and the balance of such proceeds, if any, shall be paid to or parking on the Subject 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 LeaseTenant.

Damage. If(a) If the Building, prior Land or Premises are damaged by fire or other casualty and this Lease is not terminated as provided below, Landlord shall repair the damage at its expense (except for excess costs related to above- standard leasehold improvements in the Premises which shall be at Tenant's expense), 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 alteration or improvements made by Tenant. If the Premises are damaged by fire or other casualty, then to the Closing Dateextent that the Premises are rendered untenantable, all or any part the Rent shall equitably xxxxx from the date of the Improvements damage to the date the damage is repaired. If repairs are delayed in any way by Tenant (b) If the Building, Land or Premises are substantially damaged by fire or other casualty, Seller shall promptly give Landlord may terminate this Lease by notice to Purchaser Tenant within 90 days after the date of the damage and this Lease shall terminate upon the 30th day after such factnotice by which date Tenant shall vacate and surrender the Premises to Landlord. ThereafterThe Rent shall be equitably prorated to the date of termination. The Building, at Purchaser’s option Land or Premises (whether or not the Premises are damaged) shall be deemed substantially damaged if: (1) Landlord is required to be exercised expend for repairs more than 20 percent of the replacement value of the Building immediately prior to the damage, or (2) repair is not possible in accordance with Landlord's reasonable estimate within 180 days following the date of the damage. (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 Purchaser’s written notice to Seller Landlord given within fifteen (15) 10 days after Seller’s initial 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 Purchaser)provide the only remedies available to Tenant for damage caused by casualty and, this Agreement shall terminate with respect therefore, to the Subject Property. In extent permitted by Law, Tenant waives the provisions of any Laws which would provide alternative or additional remedies in the event of any such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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. IfExcept as otherwise provided in this Lease, prior to if the Closing Date, all or any part of improvements located on the Improvements Premises are substantially damaged and such damage was caused by fire or other casualtyperil covered by HOLA’s insurance, 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 such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence HOLA agrees to repair such damage or destruction to the extent set forth in this Section, and to return the damaged Improvements to substantially their condition prior to such damagethis Lease shall continue in full force and effect. If (1) such damage shall be completely repaired prior to improvements are damaged as the Closing Dateresult of any cause other than perils covered by HOLA’s insurance, then there shall be no reduction in or (2) during the Purchase Pricelast twenty (20) years of the Term of this Lease such improvements are damaged as the result of fire or other perils covered by HOLA’s insurance, 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 diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any such damages (as determined by HOLA in good faith) shall exceed thirty-five percent (35%) of the full replacement cost of the improvements, or (3) during the last ten (10) 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 to (as determined by HOLA in good faith) shall exceed fifteen percent (15%) of the Subject Property is estimated to exceed $1,000,000full replacement cost of the improvements, then HOLA may, at HOLA’s option, either (i) repair such damage as soon as reasonably practicable at HOLA’s sole cost and expense, in which event this Lease shall continue in full force and effect, or (ii) access give written notice to CITY within ninety (90) days after the date of occurrence of such damage of HOLA’s intention to cancel and terminate this Lease thirty (30) days after written notice of the intention to cancel and terminate. Upon such termination, HOLA shall, ifrequested by CITY, complete demolition ofthe damaged Center or parking on other damaged improvement. Notwithstanding the Subject Property is adversely affectedforegoing, (iii) while any Leasehold Mortgage remains outstanding, the damage results in use of insurance proceeds following a casualty and the Subject Property violating determination to replace any laws or failing damaged improvements shall be governed by the Leasehold Mortgage and any documents related to comply with zoning or any covenants, conditions or restrictions affecting the Subject Property, or (iv) the damage entitles the Tenant to terminate the Leasesuch Leasehold Mortgage.

Damage. If12.01 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 Closing Date, all or any part case of the Improvements are substantially 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 casualtycasualty and, Seller shall promptly give notice to Purchaser of such fact. Thereafterif Landlord so elects, at Purchaser’s option (to whether or not the Premises have been damaged, this Lease may be exercised terminated by Purchaser’s Landlord upon written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect the Tenant and the rent will be adjusted to the Subject Propertydate of the fire or other casualty. In the event of any such termination the Building is damaged or destroyed to the extent of this Agreementmore than fifty percent (50%) of the replacement value thereof, neither party Tenant shall have the right to terminate the Lease, by written notice, and the rent will have any further obligations under this Agreement (be adjusted to the date of the fire or 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 deedcasualty. If Purchaser fails 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 elect the extent that the Premises are untenantable and until Landlord fully repairs and restores the Premises and the Building to terminate this Agreement 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 manner provided in this Section 11) despite 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, or if damage and such delay is not the Improvements are damaged but not substantially, Seller shall promptly commence result of Tenant's failure to provide the necessary insurance proceeds to repair such damage or destruction destruction, then Tenant, at its option, may cancel and terminate this Lease upon ten (10) days written notice to return Landlord. Further, if the damaged Improvements to substantially their condition prior to such damage. If such damage Building shall be completely repaired prior damaged or destroyed to the Closing Dateextent of more than thirty-five percent (35%) of the replacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, then there shall be no reduction in as the Purchase Pricesame may have been extended, 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 diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser either Landlord or Tenant shall have the right to delay terminate this Lease as of the Closing Date until repair is completed. For purposes date of such damage or destruction by giving written notice to the other party within thirty (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 extend the Term of this Lease pursuant to Section 112 hereof. If this Lease is terminated pursuant to this Section 12, Landlord and Tenant shall each be released from its respective liability and obligations hereunder accruing from and after the phrase “substantially damaged” means (i) the cost to repair any date of such damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leasedestruction.

Damage. If, prior Risk of loss up to and including the Closing Date, all or any part of the Improvements are substantially damaged Date shall be borne 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 of any of the Properties or any portion thereof, Purchaser may, at its option, by notice to Seller given within 10 days after Seller notifies Purchaser of such termination damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Agreement as to the effected properties (and the Exxxxxx Money shall be immediately returned to Purchaser if this Agreement is terminated as to all of the properties), or (ii) proceed under this Agreement, neither party will have receive any further obligations under this Agreement insurance proceeds, or an assignment thereof if such proceeds are unavailable (other than including any rent loss insurance applicable to any period on and after the Surviving Indemnity Obligations, which obligations shall survive any such terminationClosing Date), that Purchaser shall, at the request due Seller as a result 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible or coinsured amount under said insurance policies and any additional amounts necessary, in Purchaser’s reasonable judgment, to return the damaged Improvements to substantially their condition prior to complete such damagerepairs. If such damage one but not all of the 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 completely repaired prior 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 extend the Closing Date, then there shall be no reduction Date for up to an additional 10 day period in the Purchase Pricewhich to obtain insurance settlement agreements with Seller’s insurers, and Seller shall retain will cooperate with Purchaser in obtaining the insurance proceeds of all insurance related to and such damageagreements from Seller’s insurers. If such damage the Property is not materially damaged, then Purchaser shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing Date until repair is completedin a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing, assign to Purchaser at Closing any available insurance proceeds for such repair, and credit Purchaser at Closing an amount equal to the applicable deductible plus any additional cost to complete the repair. For purposes of this Section 11, the phrase “substantially Material damage” and “Materially damaged” means (i) the cost damage reasonably exceeding $250,000 to repair any damage to the Subject Property is estimated to exceed $1,000,000or which, (ii) access to or parking on the Subject Property is adversely affected, (iii) the damage results in the Subject Property violating any laws or failing reasonable estimation of a mutually acceptable third party contractor, will take longer than 90 days to comply with zoning or any covenants, conditions or restrictions affecting the Subject Property, or (iv) the damage entitles the Tenant to terminate the Leaserepair.

Damage. If, prior Risk of loss up to and including the Closing DateDate shall be borne by Seller; provided, all or any part of the Improvements are substantially damaged by fire or other casualtyhowever, that Seller shall promptly give notice have no obligation 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 rebuild the Subject Property. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Seller given within thirty (30) days after Buyer is notified of such termination damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 30 day period to make such election, which election shall be deemed irrevocable): (i) terminate this Agreement and the Exxxxxx Money (plus interest earned thereon) shall be immediately returned to 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 three hundred sixty-five (365) day period, Buyer shall have the options provided in (i) and (iii) at such time), or (iii) proceed under this Agreement, neither party will have receive any further obligations under this Agreement (other than the Surviving Indemnity Obligations, which obligations shall survive insurance proceeds due Seller as a result of any such termination)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 repairs, that Purchaser shall, and Buyer shall receive a credit at the request of Seller, execute Closing for any document reasonably requested by Seller to evidence such termination including, without limitation, a quit claim deeddeductible or coinsured amount under said insurance policies. If Purchaser fails Buyer elects to elect proceed under provision (iii) above, Seller will cooperate with Buyer after the Closing to assist Buyer in obtaining the insurance proceeds from Seller’s insurers. If the Property is not materially damaged, then Buyer shall not have the right to terminate this Agreement if Seller agrees, at its cost, repair the damage before the Closing and restore the Property to its previous condition or, if repair and restoration cannot reasonably be completed before the Closing, Buyer shall elect by written notice to Seller given at least ten (in 10) business days prior to the manner provided in this Section 11scheduled date of Closing, either to extend the date of Closing by up to ninety (90) despite such damage, days to permit Seller to restore the Property to its previous condition or if to receive an assignment from Seller at the Improvements are damaged but not substantially, Closing of all insurance proceeds due Seller shall promptly commence to repair as a result of any such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior 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 Date, then there shall be no reduction in the Purchase Price, an amount equal to any applicable deductible. “Material damage” 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 diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially materially damaged” means (i) the cost damage reasonably exceeding $1,000,000.00 to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leaserepair.

Damage. If, (a) If at any time prior to expiration or termination of this Lease, the Closing DatePremises 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 any part a substantial portion of the Improvements are substantially damaged by fire or other casualtyPremises, Seller then, Tenant shall promptly give Landlord notice to Purchaser and within the later of such fact. Thereafter, at Purchaser’s option thirty (to be exercised by Purchaser’s written notice to Seller given within fifteen (1530) days after SellerTenant’s initial 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 Purchaser)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 Tenant may, at its option, (i) terminate this Agreement shall terminate Lease with respect to the Subject PropertyBuildings substantially damaged or destroyed, or, if (ii) damage exceeds fifty percent (50%) of the replacement cost of the Premises, terminate the Lease. In Upon partial termination, rent shall be reduced proportionally to reflect the event reduced area of the leased Premises. (b) If any such time prior to expiration or termination of this AgreementLease, neither party will have any further obligations under this Agreement the Premises are wholly or partially damaged, destroyed or rendered inaccessible by a risk not fully covered (other than excluding deductibles) by insurance maintained by Landlord or for Landlord’s benefit, and the Surviving Indemnity ObligationsTenant is unable, which obligations in its sole but reasonable discretion, to carry on its normal operations in all or a substantial portion of the Premises, then Tenant shall survive any such termination)give Landlord notice and within sixty (60) days after the damage or destruction, 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller Landlord shall promptly commence give Tenant notice informing Tenant whether Landlord intends to repair such damage or destruction destruction, and to return the damaged Improvements to substantially their condition prior to such damage. If if so, whether such damage shall or destruction can be completely repaired prior 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 elects to the Closing Date, then there shall be no reduction in the Purchase Price, repair and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not or destruction can be completely repaired prior to the Closing Datefully restored within one (1) year, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000this Lease shall remain in full force, (ii) access to rent shall be abated proportionally for such portion of the Premises as is inaccessible or parking on the Subject Property unusable, for so long as such portion is adversely affected, inaccessible or unusable; and (iii) Landlord shall proceed diligently to repair the damage results or destruction, including all Tenant Improvements, using materials of at least the quality used in the Subject Property violating 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 laws 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 does not elect to repair or failing 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 comply with zoning the Buildings substantially damaged or any covenantsdestroyed, conditions or restrictions affecting or, if (ii) damage exceeds fifty percent (50%) of the Subject Propertyreplacement cost of the Premises, or (iv) the damage entitles the Tenant to terminate the Lease. Upon partial termination, rent shall be reduced proportionally to reflect the reduced area of the leased Premises. (c) If during the final twelve (12) months of the term of this Lease (or any extension term) the Premises are wholly or partially damaged, destroyed or rendered inaccessible 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, either Landlord or Tenant may terminate this Lease with respect to affected Buildings or the entire Premises, by giving Landlord written notice of its election to terminate. Upon partial termination, rent shall be reduced proportionally to reflect the reduced area of the leased Premises.

Damage. If, prior to the Closing Date, all or If any part portion of the Improvements are substantially Premises shall be destroyed or damaged ------ by fire or any other casualty, Seller Tenant shall promptly immediately give notice thereof to Purchaser Landlord. Within thirty (30) days of such factthe date of Tenant's notice, Landlord shall provide Tenant with a reasonable written estimate, calculated in good faith, of the number of days that it will take to restore the Building and/or Premises (the "Restoration Estimate"). ThereafterIf the Restoration Estimate is greater -------------------- than 180 days, at Purchaser’s option (both Landlord and Tenant shall have the right to be exercised terminate this Lease by Purchaser’s giving 30 days 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 such termination of 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 deedother. If Purchaser fails to elect to terminate this Agreement (in the manner provided in this Section 11) despite such damageRestoration Estimate is less than 180 days, or if the Improvements are damaged but not substantially, Seller 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 repair receive due to the casualty (provided, however, that the insurance required to -------- ------- be carried by Landlord by this Lease was in effect on the date of the casualty) or Landlord's lender demands that such damage or destruction and insurance proceeds be paid to return it, Landlord may terminate the damaged Improvements Lease, subject to substantially their condition prior Tenant's right to such damagepropose keeping the Lease in effect by Tenant's paying for the restoration. If such damage Tenant elects to do so, Tenant shall be completely repaired prior to notify Landlord within ten (10) business days of receiving Landlord's notice of termination of the Closing Date, then there shall be no reduction in the Purchase PriceLease, and Seller the parties shall retain engage in good faith negotiations to determine the proceeds terms of all insurance related Tenant's election to such damage. If such damage shall not be completely repaired prior to pay for the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damagerestoration; provided, however, that Purchaser if the parties do not reach agreement -------- ------- to keep this Lease in effect within ten (10) business days after Tenant delivers such written notice to 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 casualty occurring in the last year of the Term (unless Tenant shall have renewed this Lease as provided herein), Tenant shall not have the right to delay keep this Lease in effect by paying for the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leaserestoration.

Damage. If, prior to at any time after the date hereof and on or before the Closing Date, all or a portion of any part of Property is damaged, destroyed or rendered inoperative (collectively, the Improvements are substantially damaged "Damage"), by fire fire, flood, natural elements or other casualtycauses beyond Seller's control, Seller then the following shall promptly give notice apply: (a) If the Damage is not Material (hereinafter defined), Buyer shall proceed to Purchaser close and purchase the Property as diminished by such Damage, subject to a reduction in the Purchase Price equal to the cost of such fact. Thereafterrepairing or restoring the Damage, as determined under subparagraph (c) below. (b) If the Damage is Material, then Buyer, at Purchaser’s option its sole option, may elect either (i) to be exercised terminate this Agreement 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 at or prior to the Subject Property. In Closing, whereupon the event of any such termination of this AgreementTitle Company shall immediately return the Escrow Deposit to Buyer and, upon Buyer's receipt thereof, neither party will hereto shall have any further rights against, or obligations to, the other under this Agreement Agreement; or (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 ii) require Seller to evidence such termination including, without limitation, a quit claim deed. If Purchaser fails agree to elect to terminate this Agreement (in the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction close and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair or restoration of the Damage after the Closing Date and shall be entitled to receive Closing. (c) For the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11Paragraph 6.1, the phrase “substantially damaged” means Damage shall be deemed to be "Material" if (i) the cost of repairing the Damage equals or exceeds $250,000. The cost of repairing the Damage shall be determined in the following manner: Within 10 days after the Damage occurs, each party shall designate an engineering firm to repair any damage act on its behalf, and the firms designated shall promptly consult with each other in an attempt to mutually agree upon the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking cost of repairing the Damage. If the firms cannot agree on the Subject cost within the 10-day period after they have both been designated, they shall, within five days after such 10-day period, designate a third engineering firm, which shall be instructed to determine the cost of repairing the Damage within 10 days after its designation. The cost of repairing the Damage as determined by the third engineering firm shall be conclusive. (d) This Agreement shall not be interpreted as including an agreement by the parties that they shall have the rights and duties prescribed by Section 5.007 of the Texas 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 LeaseCode.

Damage. If(a) If the 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 Tenant to the extent of the 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 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, from the date of the damage until the earlier date to occur of: (i) the date Tenant occupies any portion of the Premises for the purposes of conducting its business therein (as to such portion only), or (ii) if four (4) or less floors of the Premises are damaged by the casualty, one hundred twenty (120) days after Landlord has substantially completed the restoration of the Base Building Improvements and provides access to the Premises to Tenant so that work on Tenant Improvements can commence therein, with Tenant having an additional fifteen (15) days prior to Rent commencement under such circumstances for every additional floor so damaged by the casualty in question so that restoration thereof is required; provided, however, if one of the floors damaged in such 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 the Closing Date, all or any part Rent commencement for such floor. All of the Improvements Rent commencement dates set forth above shall be extended by Landlord Delay and Tenant Force Majeure Items. Tenant shall have the right to work on the damaged areas of the Premises at the same time Landlord is working on the damaged areas of the Building and each shall cause its respective contractor to cooperate with one another in such efforts. (b) If the Building, Land or Premises are substantially damaged by fire or other casualty, Seller shall promptly give Landlord may terminate this Lease by notice to Purchaser of such fact. Thereafter, at Purchaser’s option Tenant within forty-five (to be exercised by Purchaser’s written notice to Seller given within fifteen (1545) days after Seller’s initial notice to Purchaser), the date of the damage and this Agreement Lease shall terminate with respect upon the thirtieth (30th) day after such notice by which date Tenant shall vacate and surrender the Premises to the Subject Property. In the event of any such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damageLandlord; provided, however, that Purchaser shall have Landlord may terminate this Lease in such circumstances only if Landlord terminates all other leases in the Building which Landlord has the right to delay the Closing Date until repair terminate. If this Lease is completed. For purposes of terminated by Landlord in accordance with this Section 11clause 14(b), the phrase “substantially damaged” means (i) the cost to repair Tenant shall not be responsible for any damage Rent allocable to the Subject Property 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 estimated required to exceed $1,000,000, expend for repairs more than forty-five percent (ii45%) access of the replacement value of the Building immediately prior to or parking on the Subject 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 Propertydamage, or (iv2) 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 been terminated and Landlord does not substantially complete the repair or restoration of the Building, Land or 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 terminate this Lease by notice to Landlord given at any time after the 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 entitles until the date of termination. This Section 14 is intended to provide the only remedies available to Tenant for damage caused by casualty and, therefore, to terminate the Leaseextent permitted by law, Tenant waives the provision 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 If any part portion of the Improvements are substantially Premises shall be destroyed or damaged ------ by fire or any other casualty, Seller Tenant shall promptly immediately give notice thereof to Purchaser Landlord. Within thirty (30) days of such factthe date of Tenant's notice, Landlord shall provide Tenant with a reasonable written estimate, calculated in good faith, of the number of days that it will take to restore the Building and/or Premises (the "Restoration Estimate"). ThereafterIf the Restoration Estimate is greater -------------------- than 180 days, at Purchaser’s option (both Landlord and Tenant shall have the right to be exercised terminate this Lease by Purchaser’s giving 30 days 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 such termination of 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 deedother. If Purchaser fails to elect to terminate this Agreement (in the manner provided in this Section 11) despite such damageRestoration Estimate is less than 180 days, or if the Improvements are damaged but not substantially, Seller 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 repair receive due to the casualty (provided, however, that the -------- ------- insurance required to be carried by Landlord by this Lease was in effect on the date of the casualty) or Landlord's lender demands that such damage or destruction and insurance proceeds be paid to return it, Landlord may terminate the damaged Improvements Lease, subject to substantially their condition prior Tenant's right to such damagepropose keeping the Lease in effect by Tenant's paying for the restoration. If such damage Tenant elects to do so, Tenant shall be completely repaired prior to notify Landlord within ten (10) business days of receiving Landlord's notice of termination of the Closing Date, then there shall be no reduction in the Purchase PriceLease, and Seller the parties shall retain engage in good faith negotiations to determine the proceeds terms of all insurance related Tenant's election to such damage. If such damage shall not be completely repaired prior to pay for the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damagerestoration; provided, however, that Purchaser if the parties do -------- ------- not reach agreement to keep this Lease in effect within ten (10) business days after Tenant delivers such written notice to 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 casualty occurring in the last year of the Term (unless Tenant shall have renewed this Lease as provided herein), Tenant shall not have the right to delay keep this Lease in effect by paying for the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leaserestoration.

Damage. If, prior to If the Closing Date, all or any part of the Improvements Premises are substantially damaged by fire or other casualtycatastrophe, Seller the following shall apply: (a) Tenant shall notify Landlord of the damage promptly give notice after the occurrence. (i) If the damage occurs when the unexpired portion of the Term as then constituted is more than twelve but less than twenty-four months and a reasonable estimate of the cost of replacing the damage exceeds fifty (50%) percent of a reasonable estimate of the cost of replacing all of the Premises, each party shall have the option 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), cancel this Agreement shall terminate with respect to the Subject Property. In the event of any such termination of 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 deedLease. If Purchaser fails to elect to terminate this Agreement (the damage occurs when less than twelve months remain in the manner provided in 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, each party shall have the option to cancel this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damageLease; provided, however, that Purchaser if Tenant shall have exercised its option to extend the term hereof prior to the date when such damage occurs, then the provisions of the first 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 right option to cancel with respect to the occurrence, Landlord may delay the Closing Date commencement of the repair until repair the option is completed. For purposes of this Section 11, waived or until the phrase “substantially damaged” means time within which the option may be exercised expires. (ii) Landlord's liability pursuant to part (i) shall be limited to the cost Insurance Proceeds with respect to repair 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 Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject Property is adversely affected, (iii) the damage results in the Subject Property violating any laws or failing to comply with zoning which may arise as a result of a fire or any covenants, conditions or restrictions affecting the Subject Property, or (iv) the damage entitles the Tenant other event with respect to terminate the Leasewhich 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 Real Property is substantially damaged (to the extent that repairs are reasonably expected to exceed Five Hundred Thousand Dollars and no/100s ($500,000.00) by fire or other fire, casualty, the elements or any other cause, then Seller shall will promptly give notice to Purchaser of such fact. ThereafterBuyer, at Purchaser’s option (and Buyer will have the right to be exercised terminate this Agreement by Purchaser’s written giving notice to Seller given within fifteen five (155) days after (or in any event prior to then targeted Closing Date) rafter Seller’s initial notice. During the notice to Purchaser)period, this Agreement shall terminate 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 Subject Propertyadjustment 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 credit at Closing in the amount of the reasonable costs incurred by Seller to obtain such proceeds and repair any damage repaired by Seller prior to Closing) and the Purchase Price will be reduced by the amount of Seller’s deductible. In the event of any such termination damage to the Real Property by fire, casualty, the elements or other cause that does not rise to the level of this Agreement“substantial” based on the definition above, neither party will Buyer shall not 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 right to terminate this Agreement (in and Seller will, to the manner provided in this Section 11) despite such damageextent actually covered by Seller’s insurance, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition at its sole cost 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 PriceClosing, and Seller shall retain the proceeds of all insurance related Closing may be extended up to sixty (60) days to permit such damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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. If, prior Risk of loss up to and including the Closing Date, all or any part of the Improvements are substantially damaged Date shall be borne 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 of the Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within 10 days after Seller notifies Purchaser of such termination of damage or destruction (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make such election): (i) terminate this Agreement and the Exxxxxx Money shall be immediately returned to Purchaser, or (ii) proceed under this Agreement, neither party will have receive any further obligations under this Agreement insurance proceeds, or an assignment thereof if such proceeds are unavailable (other than including any rent loss insurance applicable to any period on and after the Surviving Indemnity Obligations, which obligations shall survive any such terminationClosing Date), that Purchaser shall, at the request due Seller as a result 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible or coinsured amount under said insurance policies and any additional amounts necessary to return the damaged Improvements to substantially their condition prior to complete such damagerepairs. If such damage shall be completely repaired prior to Purchaser elects (ii) above, Purchaser may extend the Closing Date, then there shall be no reduction Date for up to an additional 10 day period in the Purchase Pricewhich to obtain insurance settlement agreements with Seller’s insurers, and Seller shall retain will cooperate with Purchaser in obtaining the insurance proceeds of all insurance related to and such damageagreements from Seller’s insurers. If such damage the Property is not materially damaged, then Purchaser shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing Date until repair is completedin a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing, assign to Purchaser at Closing any available insurance proceeds for such repair, and credit Purchaser at Closing an amount equal to the applicable deductible plus any additional cost to complete the repair. For purposes of this Section 11, the phrase “substantially Material damage” and “Materially damaged” means (i) damage reasonably exceeding 1 percent of the cost Purchase Price to repair any damage to the Subject Property is estimated to exceed $1,000,000or which, (ii) access to or parking on the Subject Property is adversely affected, (iii) the damage results in the Subject Property violating any laws or failing reasonable estimation of a mutually acceptable third party contractor, will take longer than 90 days to comply with zoning or any covenants, conditions or restrictions affecting the Subject Property, or (iv) the damage entitles the Tenant to terminate the Leaserepair.

Damage. If, prior to If the Closing Date, all or any part of the Improvements Premises are substantially damaged by fire or other casualtycause covered by Landlord’s policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, Seller all damage to the structural portions of the building required to be maintained by Landlord pursuant to this Lease and Landlord’s Work as set forth on Exhibit C shall promptly give notice 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 Purchaser 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 other cause beyond Landlord’s control. If, 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, cancel and terminate this Lease by giving Tenant, within sixty (60) days from the date of such fact. Thereafterdamage, at Purchaser’s option (notice in writing of its intention to cancel this Lease, whereupon the Term of this Lease shall cease and terminate upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, but in none of the certain contingencies in this Article mentioned shall there be exercised by Purchaser’s written notice any liability on the part of Landlord to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with Tenant covering or in respect to the Subject Property. In the event of any such termination period during which the occupation of this Agreementsaid Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, neither party will have Landlord shall not be responsible for consequential damages, lost profits or 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 damage to evidence such termination including, without limitation, a quit claim deedTenant’s personal property. If Purchaser fails to Landlord does not elect to terminate this Agreement (Lease as provided above, Landlord shall proceed in the a commercially reasonable manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair the portions of the Premises which Landlord is required to restore in accordance with this Article and, upon the completion of such damage or destruction repairs, Tenant shall use diligent and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost commercially reasonable efforts to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on portions of the Subject Property is adversely affected, (iii) Premises which are 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 responsibility of Tenant to terminate the insure under this Lease.

Damage. If, prior to (a) If the Closing Date, all or any part of the Improvements are substantially Leased Premises is damaged by fire or other casualtycatastrophe, Seller shall promptly give notice either party may take reasonable steps to Purchaser of such fact. Thereafter, at Purchaser’s option secure undamaged property from theft and additional damage. (to be exercised by Purchaser’s written notice to Seller given within fifteen b) Except as provided in subsection (15) days after Seller’s initial notice to Purchasere), this Agreement Landlord shall terminate with respect repair all damage to the Subject PropertyLeased Premises and the Building including the improvements installed by any tenant(s) of the Building. In Landlord shall commence the event repair as soon as reasonably possible after the damage and shall diligently prosecute the repair until completion. (c) Rent shall xxxxx from the date of any the damage to the earlier to occur of (i) 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 termination 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 this Agreementthe Building that is not reasonably usable for the operation of Tenant's business consistent with Tenant's past practice. (i) Notwithstanding the foregoing, neither party will have any further obligations under this Agreement except as provided in subsection (other than the Surviving Indemnity Obligations, which obligations shall survive any such terminatione), 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 if Landlord fails to elect to terminate this Agreement (in substantially complete the manner provided in this Section 11) despite such damagerepair within 180 days of the date the damage occurs, or if the Improvements are damaged but not substantiallydamage occurs in the last 36 months of the term, Seller shall promptly commence Tenant may elect to repair such damage or destruction terminate the Lease and surrender the Leased Premises to return the damaged Improvements to substantially their condition prior to such damageLandlord. If such Landlord has not substantially completed the repairs within 180 days of the date the damage shall be completely repaired prior occurred and if Tenant terminates this Lease pursuant to this subsection (d), Landlord agrees to immediately pay Tenant the Closing Date, then there shall be no reduction unamortized cost of Tenant's investment in the Purchase Price, and Seller shall retain Leased Premises as of 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 diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 date 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 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 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 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 have made such request unless Tenant sends written notice of the 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 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 (e), Landlord shall cause any mortgagee of any interest in the Land and/or Building to apply any insurance proceeds in its possession arising from insurance maintained by or on behalf of Landlord to be promptly paid directly to the 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 contrary, 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. If, prior In case of damage to the Closing Date, all Premises or any part of the Improvements are substantially damaged by fire or other casualtythereof, Seller Tenant shall promptly give notice to Purchaser of such fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice thereof to Seller given within fifteen Landlord and, if and only if the available insurance proceeds plus the amount of any deductible are sufficient, Tenant shall be obligated to restore, repair, replace, rebuild or alter the same as nearly as possible (15subject to then prevailing zoning and building codes and ordinances) days after Seller’s initial notice to Purchaserits condition immediately prior to such damage or destruction (the "Restoration"), this Agreement shall terminate with respect to the Subject Property. In the event that the available insurance proceeds plus the amount of any such termination deductible are not sufficient for the restoration, Tenant shall immediately notify Landlord of 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 shallsame and of the amount of the deficiency and whether or not Tenant, at its option, elects to proceed with the request of Seller, execute any document reasonably requested by Seller to evidence such termination including, without limitation, a quit claim deedRestoration at is cost and expense. If Purchaser fails Tenant declines to elect to proceed with the Restoration within ninety (90) days after Landlord's receipt of notice from Tenant of the amount of the deficiency, this lease shall terminate this Agreement (in the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 the insurance related to such damage. If such damage shall not be completely repaired prior paid to the Closing Date, but Seller is diligently proceeding parties as their interest may appear. The determination as to repair, then there whether or not the available insurance proceed plus the amount of any deductible are sufficient for the Restoration shall be no reduction made within sixty (60) days after the amount of available insurance proceeds has been determined on the basis of the average of three written estimates from contractors licensed in the Purchase Price and Seller State of Michigan as to the cost of the Restoration, which estimates shall complete be the repair after obligation of the Closing Date Tenant to obtain and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage furnished to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject Property is adversely affected, (iii) the damage results in the Subject Property violating any laws or failing to comply Landlord along with zoning or any covenants, conditions or restrictions affecting the Subject Property, or (iv) the damage entitles the Tenant to terminate the LeaseTenant’s notice of a deficiency.

Damage. If, prior to (a) If the Closing Date, all or any part of the Improvements Demised Premises are substantially damaged by fire or other casualty, Seller the same shall promptly give be repaired or rebuilt as speedily as practical under the circumstances at the expense of the 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 rebuilt. (b) If the Demised Premises are (i) damaged 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 (ii) 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 an extent that the Building cannot, in Landlord's judgment, be operated economically as an integral unit, then and in any such event Landlord may at its option terminate this Lease by notice in writing to Purchaser the Tenant within forty-five (45) days after the date of such factoccurrence. ThereafterIf the Demised Premises are damaged to such an extent that repairs cannot, at Purchaser’s option 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 in either such event Tenant may elect to be exercised terminate this Lease by Purchaser’s written notice in writing to Seller given Landlord within fifteen (15) days after Seller’s initial the date of Landlord's election notice to Purchaser)Tenant, this Agreement shall terminate with respect advising Tenant as to whether the repairs to the Subject PropertyDemised Premises can or cannot be completed within such one hundred eighty day period after the date of the casualty. In the event of any such termination of 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 Unless Landlord or Tenant elects to terminate this Agreement 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 (in c) below as expeditiously as possible under the manner provided in this Section 11circumstances. (c) despite If Landlord should elect or be obligated pursuant to subparagraph (a) above to repair or rebuild because of any damage or destruction, Landlord's obligation shall be limited to the original Building and any other work or improvements which were originally performed or installed at Landlord's expense. If the cost of performing such damagerepairs exceeds the actual proceeds of insurance paid or payable to Landlord on account of such casualty, or if Landlord's mortgagee or the Improvements are damaged but not substantiallylessor under a ground or underlying lease shall require that any insurance proceeds from a casualty loss be paid to it, Seller shall promptly commence Landlord may terminate this Lease unless Tenant, within fifteen (15) days after demand therefor, deposits with Landlord a sum of money sufficient to pay the difference between the cost of repair such damage or destruction and to return the damaged Improvements to substantially their 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 the insurance related available to Landlord for such damage. If such purpose. (d) In no event shall Landlord be liable for any loss or damage sustained by Tenant, nor shall not Tenant be completely repaired prior to the Closing Dateliable for any loss or damage sustained by Landlord, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds by reason of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject Property is adversely affected, (iii) the damage results in the Subject Property violating any laws or failing to comply with zoning casualties mentioned hereinabove or any covenants, conditions or restrictions affecting the Subject Property, or (iv) the damage entitles the Tenant to terminate the Leaseother accidental casualty.

Damage. If, prior to at any time after the Effective Date and on or before the Closing Date, all or any part portion of the Improvements are substantially damaged Property is damaged, destroyed or rendered inoperative (collectively, the "Damage"), by fire fire, flood, natural elements or other casualtycauses, if such Damage is reasonably anticipated to exceed Twenty-Five Thousand and No/100 Dollars ($25,000.00) Seller shall promptly give notice to Purchaser notify Buyer of such factDamage and then the following shall apply: (1) If the Damage is not Material (hereinafter defined), Seller may elect to repair the Property to substantially the same or better condition than existed prior to the Damage, subject to the reasonable approval of Buyer. ThereafterIf Seller does not elect to repair the Damage to the Property, Buyer shall close the purchase of the Property in its diminished condition on the Closing Date and receive a credit against the Purchase Price in the amount of any deductible, and take an assignment of the insurance proceeds, in which event Seller shall assign such insurance proceeds to the Buyer, remit to Buyer any insurance proceeds received by Seller and shall permit Buyer to conduct any remaining settlement or other negotiations with the insurer as to the amount of proceeds payable on account of the Damage. (2) If the Damage is Material, then Buyer, at Purchaser’s option its sole option, may elect either (i) to be exercised terminate this Agreement 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 at or prior to the Subject Property. In Closing, whereupon the event of any such termination of this AgreementEscrow Agent shall immediately return the Xxxxxxx Money to Buyer and, upon Buyer's receipt thereof, neither party will hereto shall have any further rights against, or obligations to, the other under this Agreement Agreement; or (other than ii) to agree to close the Surviving Indemnity Obligations, which obligations shall survive any such termination), that Purchaser shall, at purchase of 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 (Property in the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their its diminished 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after on the Closing Date and shall be entitled to receive a credit against the Purchase Price in the amount of any deductible, and take an assignment of the insurance proceeds, in which event Seller shall assign such insurance proceeds to the Buyer, remit to Buyer any insurance proceeds received by Seller and shall permit Buyer to conduct any remaining settlement or other negotiations with the insurer as to the amount of all insurance related to such damage; provided, however, that Purchaser shall have proceeds payable on account of the right to delay Damage. (3) For the Closing Date until repair is completed. For purposes of this Section 1119, the phrase “substantially damaged” means (i) Damage shall be deemed to be "Material" if the cost of repairing the Damage equals or exceeds Two Hundred Fifty Thousand Dollars ($250,000.00). The cost of repairing the Damage shall be determined in the following manner: Within ten (10) days after the Damage occurs if in the reasonable estimation of Seller such Damage equals or exceeds One Hundred Twenty-Five Thousand Dollars ($125,000), each party shall designate an engineering firm to repair any damage act on its behalf, and the firms designated shall promptly consult with each other in an attempt to mutually agree upon the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking cost of repairing the Damage. If the firms cannot agree on the Subject Property is adversely affectedcost within the 10-day period after they have both been designated, (iii) they shall, within five days after such 10-day period, designate a third engineering firm, which shall be instructed to determine the damage results in cost of repairing the Subject Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting Damage within 10 days after its designation. The cost of repairing the Subject Property, or (iv) Damage as determined by the damage entitles the Tenant to terminate the Leasethird engineering firm shall be conclusive.

Damage. IfPlease note the distinction between “defect” and “damage” as used in this Limited Warranty: “Defect” means the failure of the 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 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 Closing Date, all or initial retail purchaser entering into any part of written contract to purchase a RV ● To submit the Improvements are substantially damaged by fire or other casualty, Seller signed Xtreme Outdoors RV Warranty Registration Form and the signed Limited Warranty The purchaser shall promptly give notice to Purchaser of such fact. Thereafter, at Purchaser’s option Xtreme Outdoors or dealer within Thirty (to be exercised by Purchaser’s written notice to Seller given within fifteen (1530) days after Sellerit is or should have been discovered, and any action to enforce it shall be 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 maintain the camper in accordance with the instructions provided in the 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 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 notice 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 retail contracts. Among the other requirements under this Limited Warranty, 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 ownership; ● Maintain all exterior seals and sealant, which must be inspected every 6 months to Purchaser)assure there are no gaps or voids, and correcting as necessary; and ● Return their vehicle to an authorized dealer for repairs. As stated above, some components, accessories or equipment are not covered by this Agreement shall terminate with respect 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 some other form of notification to the Subject Propertycomponent manufacturer within a specific time period. In These forms and documents will be located with the event of any such termination of 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 deedOwner’s Materials provided with your new vehicle. If Purchaser fails to elect to terminate this Agreement (in the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction You must complete and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior submit them to the Closing Date, then there shall be no reduction in the Purchase Pricerespective manufacturer as quickly as possible, and Seller shall retain within 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 diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leasetime periods required by those warranties.

Damage. If, prior Tenant agrees to give Landlord notice of any damage to the Closing Date, all or any part of Premises as soon as reasonably practicable. In the Improvements event the Premises are substantially damaged by fire or other casualty, Seller but are not rendered untenantable for Tenant's business, either in whole or in part, Tenant shall cause such damage to be repaired without unreasonable delay (and Landlord shall promptly give notice disburse any insurance proceeds received in connection with such damage to Purchaser of such fact. Thereafter, at Purchaser’s option (Tenant as needed to fund any repairs to be exercised made by Purchaser’s written notice to Seller given within fifteen (15Tenant hereunder) days after Seller’s initial notice to Purchaser), this Agreement and the Rent shall terminate with respect to the Subject Propertynot be abated. In the event the Premises are rendered untenantable for Tenant's business by reason of such casualty, either in whole or in part, Tenant shall cause the damage to be repaired or replaced without unreasonable delay (and Landlord shall promptly disburse any insurance proceeds received in connection with such termination of this Agreement, neither party will have damage to Tenant as needed to fund any further obligations under this Agreement (other than the Surviving Indemnity Obligations, which obligations shall survive any such terminationrepairs to be made by Tenant hereunder), that Purchaser shalland, 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 the manner provided in this Section 11) despite such damageinterim, or if the Improvements are damaged but not substantially, Seller Rent shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior be proportionately reduced as to such damageportion of the Premises as is rendered untenantable. If Any such damage abatement of rent 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; providednot, however, that Purchaser 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 casualty, and the amount of time required to repair the damage using due diligence is in excess of one hundred eighty (180) days, then either party shall have the right to delay terminate this Lease by giving written notice of termination within sixty (60) days after the Closing Date until repair is completed. For purposes date of this Section 11casualty, and the phrase “substantially damaged” means (i) Rent shall xxxxx as of the cost to repair any damage date of such casualty in proportion to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on part of the Subject 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 LeasePremises rendered untenantable.

Damage. If, prior Subject to the Closing Dateprovisions of Sections 10.03 and 12.01 below, all if the Leased Premises are damaged or any part of the Improvements are substantially damaged rendered unusable by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. Thereafterunless this Lease is terminated by Lessor or Lessee as herein provided, 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 such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior 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 casualty as to that portion of the Leased Premises which is unusable in the reasonable determination of Lessor and Lessee. Except to the Closing Dateextent this Lease is terminated by Lessor or Lessee as provided under this Article 10, then there 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 of the Leased Premises. Notwithstanding the foregoing, should 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, Lessee may by notice to Lessor within thirty (30) days 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 that Lessee can substantially resume its operations within said one hundred eighty (180) 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, Lessor shall so notify Lessee of the repairs completed and said one hundred eighty (180) day period shall be no reduction in extended for up to, but not exceeding, an additional ninety (90) days to facilitate completion of the Purchase Price, and Seller shall retain the proceeds of all insurance related to such damagerestoration. If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of repairs required by this Section 1110.02 are not fully completed within said ninety (90) day extension, the phrase “substantially damaged” means (i) the cost Lessee may terminate this Lease by notice to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 LeaseLessor.

Damage. If18.1 If the 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 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 such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damagedestruction; provided, however, that Purchaser if (i) in Landlord's judgment such repair and restoration cannot be completed within one hundred and twenty (120) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises is damaged and less than six (6) months would remain of the Lease Term or any renewal thereof upon completion of the repairs, then Landlord shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. 18.2 If this Lease is terminated pursuant to Section 18.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not 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 usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Premises and the Building; provided, however, that Landlord shall not be required to repair or restore the contents of the Premises, including without limitation, alterations-, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 18.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to delay terminate this Lease if (a) the Closing Date until holder of any mortgage fails or refuses to make insurance proceeds available for such repair is completed. For purposes of this Section 11and restoration, the phrase “substantially damaged” means (ib) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost to repair any damage to of repairing and restoring the Subject Property is estimated to Building would exceed $1,000,000fifty percent (50%) of the replacement value of the Building, (ii) access to whether or parking on not the Subject Property is adversely affectedPremises are damaged or destroyed, (iii) provided the damage results leases of all other tenants 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 LeaseBuilding are similarly terminated.

Damage. If, If the premises are damaged from any cause prior to the Closing Dateclosing, all the SELLER shall have the option to repair or any part not to repair the same, and shall give written notice of SELLER'S election to the Improvements are substantially damaged by fire BUYER within five (5) days after the damage, or other casualtyon the date of closing, Seller whichever occurs first. If the SELLER elects to repair the same, SELLER shall promptly give notice and in good faith undertake to Purchaser of such factdo so. ThereafterIf the repairs cannot be completed by the closing date but can be completed, at Purchaser’s option according to reasonable expectations, within thirty (to be exercised by Purchaser’s 30) days thereafter, the SELLER shall have the right, on written notice to Seller given within fifteen the BUYER on or before the closing date, to an adjournment of the closing for a period not exceeding thirty (1530) 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 loss, or an assignment of the SELLER'S rights to receive same; or b) Canceling this contract, in which event the SELLER shall refund to the BUYER all payments made on the purchase price, and neither party shall have any further liability under this contract and the same shall become void and of no effect. If the SELLER has notified the BUYER of SELLER'S election not to repair, the BUYER shall have five (5) days after Seller’s initial such notice within which to Purchaser), notify the SELLER that BUYER will accept title pursuant to Subparagraph (a) above; otherwise the BUYER will be deemed to have canceled this Agreement shall terminate with respect to the Subject Property. In the event of any such termination of this Agreement, neither party will have any further obligations contact under this Agreement Subparagraph (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 the manner provided in this Section 11b) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leaseabove.

Damage. IfIn the event of a fire or other casualty in the Premises, prior Tenant shall immediately give notice thereof to Landlord. If the Closing Date, all or any part of the Improvements are substantially Premises shall be damaged by fire or other casualtycasualty so as to render the Premises untenantable in whole or in part, Seller the Rent provided for herein shall promptly give xxxxx thereafter as to the portion of the Premises rendered untenantable until the earlier of (a) such time as the Premises are made tenantable, or (b) five (5) business days after 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 is provided to Purchaser the other party and all Rent owed up to the time of such factdestruction or termination shall be paid by Tenant. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s Landlord shall give Tenant written notice to Seller given of its decisions, estimates or elections under this Section 18 within fifteen sixty (1560) days after Seller’s initial notice to Purchaser)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 Agreement shall terminate with respect Section 18 to the Subject Propertycontrary, 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. In If Landlord restores the event of any such termination Premises or the Project in accordance with the provisions of this AgreementSection 18, neither party will then Tenant shall not 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 right to terminate this Agreement (in the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair Lease because of such damage or destruction and pursuant to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000common law rights, (ii) access to Minnesota Statutes Section 504B.131 as now in effect or parking on the Subject Property is adversely affectedas it may be hereafter amended or supplemented, or (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 Leasecomparable right established by a similar statute.

Damage. If, prior (1) Tenant shall give immediate notice to Landlord in case of fire or other damage in the Closing Date, all or any part of Demised Premises. If the Improvements are substantially Demised Premises shall be partially damaged by fire or other casualtycause without the fault or neglect of Tenant, Seller Tenant’s servants, employees, agents, invitees, or licensees, the damage shall promptly give notice to Purchaser be repaired by and at the expense of Landlord and the fixed minimum rent until such fact. Thereafter, at Purchaser’s option (to repairs shall be exercised by Purchaser’s written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser), this Agreement made shall terminate with respect be apportioned according to the Subject Property. In part of the event of any such termination of this Agreement, neither party will have any further obligations under this Agreement (other than the Surviving Indemnity Obligations, Demised Premises which obligations shall survive any such termination), that Purchaser shall, at the request of Seller, execute any document reasonably requested is unusable by Seller to evidence such termination 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 Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damageTenant. 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 other rights and remedies of Landlord and, except as provided in Section 7.4. without prejudice to the rights of subrogation of Landlord’s insurer, the damage shall be completely repaired prior to the Closing Dateby Landlord, then but there shall be no reduction in the Purchase Price, apportionment or abatement of rent. Any such repairs required to be made by Landlord shall be commenced promptly and Seller shall retain the proceeds of all insurance related to such damagediligently completed. If such damage shall repairs are not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair substantially completed within ninety (90) days after the Closing Date and shall be entitled to receive the proceeds Landlord’s receipt of all insurance related to such damage; providednotice, however, that Purchaser Tenant shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means either (i) the cost terminate this Lease upon thirty (30) days advance written notice to repair any damage to the Subject Property is estimated to exceed $1,000,000, Landlord; or (ii) access 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 said ninety (90) day period shall be extended to 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 parking on are rendered wholly untenantable by fire or other cause, or if the Subject Property 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 notice is adversely affectedgiven, (iii) and Tenant shall vacate the damage results 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 Subject Property violating any laws event that Landlord elects to demolish the Demised Premises as provided for herein, then Tenant after receipt of Landlord’s notice of the same (the “Demolition Notice”), may elect to exercise its Option to Purchase as to either or failing both of the 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 the same within twenty (20) days after receipt of Landlord’s Demolition Notice. Thereafter, Landlord shall be obligated to comply with zoning 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 recovered or any covenants, conditions to be recovered as a result of such fire or restrictions affecting the Subject Property, or (iv) the damage entitles the Tenant to terminate the Leaseother casualty.

Damage. (a) If, prior to Closing, the Closing Date, all Improvements or any part of the Improvements portions thereof are substantially totally or partially damaged by fire or other casualtycasualty ("Damage"), Seller shall promptly give deliver written notice thereof to Purchaser Buyer. After the occurrence of any Damage, the following provisions shall apply. (b) Following any Damage, Seller shall have the right, but not the obligation, to repair any Damage and restore the Property substantially to the condition existing prior to the date of such fact. ThereafterDamage, in which event the Closing Date shall be extended a reasonable time period to permit Seller to complete such repairs and restoration. (c) If Seller does not elect to repair and restore as provided above, then Seller shall so notify Buyer in writing, whereupon Buyer shall have the right, at Purchaser’s option 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 provisions of Paragraph 19 below shall apply, or (ii) proceed to consummate the Closing, in which event insurance proceeds from insurance policies held and maintained by Seller and payable as a result of such damage shall be exercised assigned to Buyer on the Closing Date, and the Purchase Price shall be reduced by Purchaser’s a sum equal to the applicable deductible amount, if any, under any such insurance policy. (d) During the period 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) Notwithstanding any provision of this Agreement to the contrary, if the cost of repair of any casualty, as determined by a contractor selected by Seller and reasonably acceptable to Buyer, 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 Buyer shall have the right, exercisable by delivering written notice to Seller given within fifteen thirty (1530) days after Seller’s initial following the date that either Party delivers written notice to Purchaserthe other that Buyer has the right to terminate this Agreement by reason of the existence of either of the conditions set forth in this Paragraph 13(e), this Agreement shall to terminate with respect to the Subject Property. In the event of any such termination of this Agreement, neither party will have any further obligations under this Agreement (other than in which event the Surviving Indemnity Obligations, which obligations provisions of Paragraph 19 below 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 deedapply. If Purchaser fails to Buyer does not elect to terminate this Agreement (in the manner as provided in this Section 11) despite such damagesubparagraph 13(e), or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage then Buyer shall be completely repaired prior deemed 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the waived its termination right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leasehereunder.

Damage. If(a) If the Building, prior Land or Premises are damaged by fire or other casualty and this Lease is not terminated as provided below, Landlord shall repair the damage at its expense (except for excess costs related to above-standard leasehold improvements in the Premises which shall be at Tenant's expense), 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 alteration or improvements made by Tenant. If the Premises are damaged by fire or other casualty, then to the Closing Dateextent that the premises are rendered untenantable, all or any part the Rent shall equitably abatx xxxm the date of the Improvements damage to the date the damage is 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. (b) If the Building, Land or Premises are substantially damaged by fire or other casualty, Seller shall promptly give landlord may terminate this Lease by notice to Purchaser Tenant within 90 days after the date of the damage and this Lease shall terminate upon the 30th day after such factnotice by which dated Tenant shall vacate and surrender the Premises to Landlord. ThereafterThe Rent shall be equitably prorated to the date of termination. The Building, at Purchaser’s option Land or Premises (whether or not the Premises are damaged) shall be deemed substantially damaged if: (1) Landlord is required to be exercised expend for repairs more than 20 percent of the replacement value of the Building immediately prior to the damage, or (2) repair is not possible in accordance, with landlord's reasonable estimate within 180 days following the date of the damage. (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 Purchaser’s written notice to Seller Landlord given within fifteen (15) 10 days after Seller’s initial 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 Purchaser)provide the only remedies available to Tenant for damage caused by casualty and, this Agreement shall terminate with respect therefore, to the Subject Property. In extent permitted by Law, Tenant waives the provisions of any Laws which would provide alternative or additional remedies in the event of any such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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. IfIf the Premises are damaged or destroyed in whole or in part by any fire or other casualty during the Term hereof, prior 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 Tenant (without payment of the Termination Fee) shall have the right, by written notice given to the Closing Dateother within seventy five (75) days after 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 shall be remitted by Landlord to Tenant. Landlord shall, within forty five (45) days after such damage or destruction give Tenant written notice as to whether, 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 repair the Premises in accordance with this Section 11.01. The foregoing shall be subject to all of the following: (i) if Tenant shall fail to adjust its own insurance or to remove its damaged goods, wares, equipment or property within a reasonable time, and as a result thereof the repairing and restoration is delayed, there shall be no abatement of rental during the period of such resulting delay; (ii) that there shall be no abatement of rental if such fire or other cause damaging or destroying the Premises shall result from the negligence or willful act of Tenant, its agents, servants, licensees, or employees; (iii) that if Tenant shall use any part of the Improvements are substantially damaged 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 full insurable value thereof, Landlord may at its option terminate this Lease forthwith 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 a written notice to Seller given Tenant within fifteen forty five (1545) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Subject Property. In date of the event of any such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leasedestruction.

Damage. If, prior to the Closing Date, all or 12.01 If any part of the Improvements are substantially Premises or the Building is damaged by fire or other casualty, Seller shall promptly give notice to Purchaser of such fact. ThereafterLandlord, at Purchaser’s option 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 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 a condition substantially equal to the Subject Propertycondition 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 such termination more than fifty percent (50%) of this Agreementthe replacement value thereof, neither party Landlord 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 right to elect to terminate 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 Agreement (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 manner provided in this Section 11) despite such damage, or if event Landlord has not completed the Improvements are damaged but not substantially, Seller shall promptly commence to repair repairs and restoration of the Premises and/or the Building within eight (8) months after the date of such damage or destruction destruction, then Tenant, at its option, may cancel and terminate this Lease upon ten (10) days written notice to return Landlord. Further, if the damaged Improvements to substantially their condition prior to such damage. If such damage Building shall be completely repaired prior damaged or destroyed to the Closing Dateextent of more than thirty-five percent (35%) of the replacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, then there shall be no reduction in as the Purchase Pricesame may have been extended, 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 diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser either Landlord or Tenant shall have the right to delay terminate this Lease as of the Closing Date until repair is completed. For purposes date of such damage or destruction by giving written notice to the other party within thirty (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 extend the Term of this Lease pursuant to Section 112 hereof. If this Lease is terminated pursuant to this Section 12, Landlord and Tenant shall each be released from its respective liability and obligations hereunder accruing from and after the phrase “substantially damaged” means (i) the cost to repair any date of such damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leasedestruction.

Damage. If, prior to If the Closing Date, all building in which the Premises is located ------ and/or the parking garage or any part of the Improvements are substantially other Common Facilities shall be damaged or destroyed by fire or other casualty, Seller LESSOR, at LESSOR'S sole cost and expense, shall promptly give notice and diligently proceed to Purchaser 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 insurance recovered by reason of such fact. Thereafterdamage or destruction in excess of the cost of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred to herein as the "Net Insurance Proceeds") shall, at Purchaser’s option if such Net Insurance Proceeds exceeds Five Million and No/Dollars (to be exercised by Purchaser’s written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser$5,000,000.00), this Agreement shall terminate with respect to be held by the Subject Property. In the event 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 any such termination of this Agreement, neither party will have any further obligations under this Agreement (other than the Surviving Indemnity Obligations, which obligations shall survive any such terminationat least $50,000,000.00; herein called "Institutional Lender"), that Purchaser shallor, at if no Institutional Lender then holds a mortgage lien, or deed to secure debt on the request 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 Sellerpaying the fair and reasonable cost of restoring such building, execute any document 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 requested by Seller acceptable to evidence such termination LESSEE, LESSOR and LESSOR'S mortgagee (if the mortgagee so requires), including, without limitation, a quit claim deedlien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If Purchaser fails the Net Insurance Proceeds (less any applicable deductible) are insufficient to elect restore the Premises the parking garage and other improvements, LESSOR shall be obligated to terminate this Agreement pay such deficiency and the amount of any 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 used by LESSOR to pay the fair and reasonable cost of restoring such building and other improvements. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged building or other improvements, then the amount of such excess Net Insurance Proceeds shall be paid to LESSOR or 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 manner provided in this Section 11) despite such damageopinion of an architect retained by LESSEE and acceptable to LESSOR, or if the Improvements are damaged but Premises cannot substantiallybe restored within 180 days of commencement of restoration, Seller shall promptly commence then LESSEE may, by written notice to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired LESSOR delivered prior to the Closing Datecommencement of restoration, 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 diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of terminate this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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. If12.01 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 Closing Date, all or any part case of the Improvements are substantially 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 casualtycasualty and, Seller shall promptly give notice to Purchaser of such fact. Thereafterif Landlord so elects, at Purchaser’s option (to whether or not the Premises have been damaged, this Lease may be exercised terminated by Purchaser’s Landlord upon written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect the Tenant and the rent will be adjusted to the Subject Propertydate of the fire or other casualty. In the event of any such termination the Building is damaged or destroyed to the extent of this Agreementmore than fifty percent (50%) of the replacement value thereof, neither party Tenant shall have the right to terminate the Lease, by written notice, and the rent will have any further obligations under this Agreement (be adjusted to the date of the fire or 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 deedcasualty. If Purchaser fails 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 elect the extent that the Premises are untenantable and until Landlord fully repairs and restores the Premises and the Building to terminate this Agreement 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 manner provided in this Section 11) despite 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, or if damage and such delay is not the Improvements are damaged but not substantially, Seller shall promptly commence result of Tenant's failure to provide the necessary insurance proceeds to repair such damage or destruction destruction, then Tenant, at its option, may cancel and terminate this Lease upon ten (10) days written notice to return Landlord. Further, if the damaged Improvements to substantially their condition prior to such damage. If such damage Building shall be completely repaired prior damaged or destroyed to the Closing Dateextent of more than thirty-five percent (35%) of the replacement cost thereof within twenty-four (24) months of the expiration of the Term of this Lease, then there shall be no reduction in as the Purchase Pricesame may have been extended, 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 diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser either Landlord or Tenant shall have the right to delay terminate this Lease as of the Closing Date until repair is completed. For purposes date of such damage or destruction by giving written notice to the other party within thirty (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 extend the Term of this Lease pursuant to Section 112 hereof. If this Lease is terminated pursuant to this Section 12, Landlord and Tenant shall each be released from its respective liability and obligations hereunder accruing from and after the phrase “substantially damaged” means (i) the cost to repair any date of such damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leasedestruction.

Damage. IfIn the event that the Building or Premises are damaged for any reason whatsoever and Tenant is unable, prior in Tenants reasonable business judgement, to carry on its normal business operations for a period of forty five (45) days or more, Tenant shall have the right to terminate this Lease by giving written notice of such termination to the Closing DateLandlord no later than thirty (30) days after the occurrence of such damage. Upon such termination, all or any part Tenant's obligations hereunder and each of them, including the obligation to pay rent, shall cease and determine as of the Improvements 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 substantially untenantable. In the event the Premises are partially damaged by fire or other casualtycasualty and Tenant shall determine that it is able to carry on its normal business operations, Seller Tenant shall promptly give notice pay rent for only such portion of the Premises which Tenant in its determination may reasonably occupy during the time required to Purchaser of such factmake repairs. Thereafter, at Purchaser’s option All repairs necessary to restore the Premises to its original condition shall be: (to be exercised by Purchaser’s written notice to Seller given a) commenced within fifteen thirty (1530) days after Seller’s initial notice to Purchaser), this Agreement shall terminate the occurrence of such damage; (b) performed in a diligent and workmanlike manner with respect to material of at least the Subject Property. In same quality utilized originally in the event construction of any such termination the Premises; (c) completed by Landlord at Landlord's sole expense with a minimum of 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 deedinterference with Tenant's normal business operations. If Purchaser fails to elect to terminate this Agreement (in Tenant's determination Landlord shall not have performed any of the manner provided above obligations in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Datestrict compliance therewith, then there shall be no reduction in the Purchase PriceTenant may, and Seller shall retain the proceeds of all insurance related to such damage. If such damage but shall not be completely repaired prior requited to, undertake such obligations, and all costs and expenses incurred by Tenant as a result thereof may be deducted from any rent or other payment clue or to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leasebecome due hereunder.

Damage. If(a) If the Building is damaged by fire or any other cause to such extent that the cost of restoration, as reasonably estimated by Landlord, will equal or exceed thirty percent (30%) of the replacement value of the Building (exclusive of foundation) immediately prior to the Closing Dateoccurrence of the damage, all or if more than fifty (50%) percent of the Premises is totally damaged or rendered wholly untenantable by fire or any part 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 Improvements Premises or the Building are substantially 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, Seller then Landlord shall promptly give Tenant notice to Purchaser of such fact. Thereafter, at Purchaser’s option determination (“Repair Notice”) and (i) Landlord may terminate this Lease by Termination Notice given to be exercised by Purchaser’s written notice to Seller given Tenant within fifteen sixty (1560) days after Seller’s initial notice the date of the damage and (ii) Tenant may terminate this Lease by Termination Notice given to Purchaser)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, this Agreement shall terminate with respect be referred to herein as the Subject Property. In the event of any such "Notice Date." Any Termination Notice shall specify a termination of this Agreement, neither party will have any further obligations under this Agreement (other than the Surviving Indemnity Obligationsdate, 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then there date shall be no reduction 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 Purchase PriceTermination Notice as though that day were the last day of the Term. In that event, 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 diligently proceeding to repair, then there Rent shall be no reduction 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 Purchase Price Building and Seller shall complete 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 after period based on the Closing Date and shall be entitled proportion of the rentable area of the Premises that Tenant is unable to receive use during the proceeds of all insurance related to such damage; provided, however, that Purchaser repair period. Landlord shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost no obligation to repair any damage to the Subject Property is estimated to exceed $1,000,000to, (ii) access to or parking on the Subject Property is adversely affectedreplace, (iii) the damage results Tenant’s Alterations or other property located in the Subject Property violating any laws or failing to comply with zoning or any covenantsPremises, conditions or restrictions affecting the Subject Property, or (iv) the damage entitles other than the Tenant to terminate the LeaseImprovements.

Damage. IfSeller agrees to give Buyer prompt written notice of any fire or other casualty affecting the Property occurring during the term of 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, in either of such events, Buyer may terminate this Agreement by written notice given to Seller within five (5) days after Buyer has received the notice referred to above or at the Closing, whichever is earlier. If Buyer does not elect to so terminate this Agreement, then the Closing shall take place as provided herein, except that the Purchase Price shall be reduced by the amount of any deductible, and 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 such occurrence, less 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 Date, all or any part of there shall occur: (i) damage to the Improvements are substantially damaged Property caused by fire or other casualtycasualty which Seller's insurer reasonably estimates would cost less than $100,000.00 to repair; or (ii) the taking or condemnation of a portion of the Property which is not material to Buyer's proposed use thereof; then, Seller and in such event, Buyer 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 such termination of this Agreement, neither party will not 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 right to terminate this Agreement (in the manner provided in pursuant to this Section 11) despite 5.1 as a result of such damage, taking or if condemnation, except that the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage Purchase Price shall be completely repaired prior to reduced by the Closing Dateamount of any deductible, then but there shall be no reduction assigned to Buyer at the Closing all right, title and interest of Seller in the Purchase Price, and Seller shall retain the proceeds of to all insurance proceeds or condemnation awards which may be payable on account of any such occurrence, less such amounts as are paid by Seller to pay costs related to the collection of such proceeds and/or the repair of the damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there which shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled retained by or paid to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 LeaseSeller.

Damage. If, prior to If the Closing Date, all Premises become untenantable in whole or any part because of the Improvements are substantially damaged by fire or other casualtycasualty covered by insurance required under the Lease ("Casualty"), Seller 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 promptly give notice to Purchaser of such fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s provide written notice to Seller given 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 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 fifteen one (151) days after Seller’s initial notice to Purchaser), this Agreement shall terminate year with respect to substantial reconstruction of at least 50% of the Subject PropertyPremises, 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 the net Taking award attributable to the Premises. In Notwithstanding the event cause for any delay, Landlord shall complete restoration within the same time periods set forth above of the Casualty or Taking. If the Premises are untenantable in whole or in 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 extent as may be fair and reasonable under all of the 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 required to pay to Landlord any deductible maintained under the property insurance policy 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 such termination of this Agreement, neither party will have any further obligations under this Agreement (other than damage to the Surviving Indemnity Obligations, which obligations shall survive any such termination), that Purchaser shall, Premises at the request time Tenant has notice thereof. Subject to the provisions of SellerSection 13.6 hereof, 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 the manner provided in this Section 11) despite such damage, or if the Improvements Premises are wholly or partially damaged but not substantiallyor destroyed as a result of the willful misconduct of Tenant or any of Tenant's Affiliates, Seller shall promptly commence and Landlord elects to undertake to repair or restore all such damage or destruction destruction, such repair and to return the damaged Improvements to substantially their condition prior to such damage. If such damage restoration shall be completely repaired prior to the Closing Dateat Tenant's sole cost and expense, then there and this Lease shall be no continue in full force and effect without any abatement or 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 diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damageBase Rent or other payments owed by Tenant; provided, however, that Purchaser Tenant shall have the right be relieved of its obligation pursuant to delay the Closing Date until repair is completed. For purposes of this Section 1114.1 to the extent that insurance proceeds are collected by Landlord pursuant to insurance policies carried by Landlord, in which case Tenant shall be responsible for the phrase “substantially damaged” means (i) payment of the cost deductible and that portion not covered by insurance. Under no circumstances shall Landlord be required to repair any damage to the Subject Property is estimated to exceed $1,000,000to, (ii) access or make any repairs to or parking on the Subject Property is adversely affectedreplacements of, (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 LeaseTenant's personal property.

Damage. IfIn the case of the total destruction of the Leased Premises by fire, prior 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 Closing Datedate of such occurrence and a proportionate part thereof to the date of damage, all shall terminate, and the parties shall have no further obligations or any part 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 Improvements Term. If the Leased Premises are substantially 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 casualtycasualty or cause, Seller shall promptly give notice to Purchaser whether or not the Leased Premises are affected, and one or more of such fact. Thereafter, at Purchaser’s option the following conditions is present: (to i) repairs cannot reasonably be exercised by Purchaser’s written notice to Seller given completed within fifteen one hundred twenty (15120) days after Seller’s initial notice to Purchaserfrom the date of damage (when such repairs are made without the payment of overtime or other premiums), this Agreement shall terminate (ii) the holder of any mortgage on the Building or ground or underlying lessor with respect to the Subject PropertyProperty and/or the Building shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground or underlying lease, as the case may be, or (iii) the damage is not fully covered, except for deductible amounts, 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 the other of the exercise of such option within thirty (30) days after such damage or destruction, in which event this Lease shall terminate as of the date of such notice. Upon any such termination of this AgreementLease pursuant to this section, neither party will have any County shall pay the Annual Rent and Operating Expenses properly apportioned up to such date of termination, and thereafter both parties shall be released and discharged of all further obligations under this Agreement (other than the Surviving Indemnity Obligationshereunder, 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 (except as provided for in the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes provisions of this Section 11, Lease which by their terms survive the phrase “substantially damaged” means (i) expiration or earlier termination of the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 LeaseTerm.

Damage. If, prior to Landlord will maintain standard fire and extended coverage insurance on the Closing Date, all or any part of Shopping Center. If the Improvements are substantially demised premises shall be damaged by fire or other casualtycasualty of the kind insured against under the policies of fire insurance and extended coverage obtained by Landlord, Seller but are not thereby rendered untenantable in whole or in part, Landlord shall promptly give notice promptly, at its own expense, cause such damage to Purchaser be repaired, and the fixed minimum rent and all additional rent shall not be abated or reduced. If by reason of such fact. Thereafteroccurrence, the demised premises shall be rendered untenantable only in part, Landlord shall promptly, at Purchaser’s option (its own expense, cause the damage to be exercised by Purchaser’s written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser)repaired, this Agreement and the fixed minimum rent only shall terminate with respect 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 Subject Property. In total number of square feet of floor area of the event of any demised premises; in such termination of this Agreementcase, 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 damageadditional rent due under Article Three or otherwise 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 not be completely repaired prior to abated during the Closing Dateperiod of such untenantability, but Seller is diligently proceeding to repairhowever, then in such case, there shall be no reduction in the Purchase Price and Seller additional rent due under Article Three or otherwise under this Lease. Notwithstanding anything to the contrary in the foregoing, if the demised premises shall complete be destroyed or damaged to the repair extent of fifty percent (50%) or more of their replacement value above foundation walls or rendered wholly untenantable after the Closing Date beginning of the last three (3) years of the 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 (15%) during the last year of the then current term of this Lease), or, if at any time forty percent (40%) or more of the buildings and improvements comprising the Shopping Center shall be entitled damaged or destroyed or rendered substantially untenantable by any such casualty, Landlord may terminate this Lease by notice to receive Tenant, said notice to be given within sixty (60) days of the proceeds of all insurance related event giving rise to such damage; provided, however, that Purchaser damage or destruction. Any such termination as aforesaid shall have not affect any rights theretofore accrued to Landlord because of prior defaults of Tenant. During the right to delay course of repairing the Closing Date until repair is completed. For purposes of this Section 11, demised premises or the phrase “substantially damaged” means (i) the cost to repair Shopping Center after any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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.such

Damage. If, prior to If the Closing Date, all Premises are damaged in whole or any part because 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 casualty (to be exercised by Purchaser’s written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser“Casualty”), this Agreement shall terminate with respect to the Subject Property. In the event of any such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements Premises are damaged but 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 a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not substantiallyso Taken to substantially the same condition as is reasonably feasible. Subject to rights of Mortgagees, Seller shall promptly commence to repair such damage or destruction Tenant Delays, Legal Requirements then in existence and to return delays for adjustment of insurance proceeds or Taking awards, as the damaged Improvements case may be, and instances of Force Majeure, and subject to the termination rights of the parties set forth in this Section 15, Landlord shall exercise commercially reasonable efforts to substantially their complete such restoration as promptly as practicable. Upon substantial completion of such restoration by Landlord, Tenant shall (a) use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such damageCasualty or Taking, as the 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. If 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 required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in Premises and/or the Purchase Price, and Seller shall retain Building or the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior Net Taking award attributable to the Closing DatePremises 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, but Seller is diligently proceeding including adjusters and attorney’s fees, of obtaining the same. Tenant shall pay to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled Landlord Tenant’s Share of any deductible under any property insurance policy maintained by Landlord. Except as Landlord may elect pursuant to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 1115.1, the phrase “substantially damaged” means (i) the cost under no circumstances shall Landlord be required to repair any damage to the Subject Property is estimated to exceed $1,000,000to, (ii) access or make any repairs to or parking on replacements of, any Tenant-Insured Improvements. Landlord and Tenant shall work cooperatively in good faith to mutually determine how the Subject Property is adversely affected, (iii) restoration responsibilities of Landlord and Tenant under this Section 15.1 might be performed so as to restore 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 LeasePremises as quickly as possible.

Damage. If, prior to the Closing Date, If fire or other casualty damages all or any part of the Improvements are substantially damaged by Premises, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable as a result of a fire or other casualty, Seller Base Rent and Tenant Reimbursement Amount shall promptly give notice to Purchaser xxxxx for the portion of the Premises that is untenantable and not used by Tenant (unless such factfire or other casualty was caused by any Tenant Party). 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 such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser Landlord shall have the right to delay the Closing Date until repair is completed. For purposes of terminate this Section 11, the phrase “substantially damaged” means Lease if: (i) the cost to repair any damage to Building shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of the Subject Property is estimated to exceed $1,000,000, Building shall be required (whether or not the Premises has been damaged); (ii) access Landlord is not permitted by Law to rebuild the Building in substantially the same form as existed before the fire or parking on the Subject Property is adversely affected, casualty; (iii) the damage results in Premises have been materially damaged and there is less than two (2) years of the Subject Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting Term remaining on the Subject Property, or date of the casualty; (iv) any Mortgagee requires that the damage entitles insurance proceeds be applied to the Tenant payment of the mortgage debt; or (v) a material uninsured loss to the Building occurs. Landlord may exercise its right to terminate this 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 14 to the contrary notwithstanding, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.

Damage. If, prior to If the Closing Date, all or any part of the Improvements are substantially Premises shall be damaged by fire or other natural casualty, Seller shall promptly give notice to Purchaser without the fault or neglect of such fact. ThereafterTenant, 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)its servants, this Agreement shall terminate with respect to the Subject Property. In the event of any such termination of this Agreementemployees, neither party will have any further obligations under this Agreement (other than the Surviving Indemnity Obligationsagents, which obligations shall survive any such termination)contractors, 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 the manner provided in this Section 11) despite such damageinvitees, or if licensees, or other persons for whom Tenant is legally responsible, the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to within a reasonable time by and at the Closing Date, then there shall be no reduction in the Purchase Priceexpense of Landlord, and Seller the Annual Base Rent and Additional Rent shall retain abate pro rata until such repairs shall have been made, according to xxx part of the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller Premises which is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damagethereby rendered unusable by Tenant; provided, however, that Purchaser (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 right 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 Closing Date until repair is completed. For purposes of this Section 11foregoing, the phrase “substantially damaged” means if (i) the cost Premises are rendered wholly untenantable by fire or other cause and the Landlord decides not to repair rebuild the Premises, or (ii) if the Premises are damaged by fire or other casualty and such damage cannot 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 extent of such 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 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 Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on necessity of repairing the Subject Property is adversely affected, (iii) the damage results in the Subject Property violating any laws or failing to comply with zoning Premises or any covenants, conditions or restrictions affecting portion of the Subject Property, or (iv) Building of which they are a part however the damage entitles the Tenant to terminate the Leasenecessity may occur.

Damage. If, prior to during the Closing DateTerm, all the Premises or any part the portion of ------ the Improvements are substantially Building necessary for Tenant's occupancy is damaged by fire or other casualty, Seller Tenant shall (a) give Landlord prompt Notice thereof, and (b) promptly give notice to Purchaser of such fact. Thereafter, at Purchaser’s option repair (to be exercised by Purchaser’s written notice to Seller given within fifteen (15or replace if necessary) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect the damage to the Subject Property. In the event condition of any such termination of 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 (typical class A office building in the manner provided Xxxxxxxxxx County, Maryland area (subject to a reasonable time allowance for the purpose of adjusting the insurance loss and for unavoidable delays) as determined in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller reasonable judgment of Tenant. This Lease shall promptly commence to repair such damage or destruction continue in full force and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then effect and there shall be no reduction abatement of Rent. Landlord (or Lender, if so provided in the Purchase PriceMortgage) shall promptly reimburse to Tenant an amount equal to the reasonable costs and expenses of such repair, which amount shall in no event be greater than the insurance proceeds received by Landlord or Lender as a result of such casualty, all in accordance with normal and Seller customary disbursement procedures and conditions reasonably satisfactory to Tenant and Lender. To the extent Lender receives any such insurance proceeds. Landlord shall retain the cause Lender to make such proceeds available for such repair as long as an Event of all insurance related to such damageDefault does not then exist under this Lease. If the net insurance proceeds received by Tenant are insufficient to pay for the costs of the repair or replacement (as the case may be). Tenant's obligation to make such damage repairs and replacements shall not be completely repaired prior to the Closing Dateunaffected, but Seller is diligently proceeding to repair, then this Lease shall continue in full force and effect and there shall be no reduction in abatement of Rent. If the Purchase Price Lender is not a bank, savings and Seller shall complete loan association, govemment agency or fund, insurance company, union, pension trust, profit or retirement fund or real estate investment trust, or similar institutional lender or a subsidiary of any of the repair after foregoing, the Closing Date and insurance proceeds shall be entitled paid to receive the proceeds of all insurance related an institutional depository reasonably acceptable to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of Tenant and Lender for disbursement as provided in this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 LeaseSection.

Damage. IfIf the 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 insurance proceeds for such damage and if permitted by applicable code and except as provided below, repair and restore the Leased Premises to the same condition that existed immediately prior to the Closing Date, all or damage. If any part portion of the Improvements are substantially 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 the Leased Premises that is proportionate to the portion of the Leased Premises rendered unusable. If the Leased Premises is damaged by 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 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 such termination of 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 the manner provided in this Section 11) despite such damageextended- coverage insurance, or if the Improvements are damaged but Leased Premises is partially or totally destroyed by a casualty not substantiallycovered by insurance, Seller shall promptly commence then 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 such damage or destruction replace Tenant's property under any circumstances and to return 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 damaged Improvements to substantially their condition prior to such damageprovisions under this Lease. 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 Closing Date, but Seller is diligently proceeding County elects to repair, then there shall rebuild, or restore the Leased Premises, or if the Leased Premises cannot be no reduction in 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 Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; providedLeased Premises, however, that Purchaser Tenant shall have the right to delay terminate this Lease effective thirty (30) days after giving written notice to County. After the Closing Date until repair is completed. For purposes date of this Section 11such termination, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 parties shall have no further liability under the Lease.

Damage. If, prior to If the Closing Date, all Premises are damaged in whole or any part because 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 insured casualty (to be exercised by Purchaser’s written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser“Casualty”), this Agreement shall terminate with respect to the Subject Property. In the event of any such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements Premises are damaged but 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 base Building to substantially the same condition as existed upon issuance of the certificate of occupancy therefor, 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 substantiallyso Taken to substantially the same condition as is reasonably feasible. Subject to delays due to any act or omission by any of the Tenant Parties which causes an actual delay in the performance of Landlord’s obligations (a “Tenant Delay”), Seller shall promptly commence and subject further to repair such damage or destruction rights of Mortgagees, Legal Requirements then in existence and to return delays for adjustment of insurance proceeds or Taking awards, as the damaged case may be, Landlord shall use diligent efforts to substantially complete such restoration within one (1) year 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 all Tenant-Insured Improvements to substantially their the same condition as existed immediately prior to such damageCasualty or Taking, as the case may be, as soon as reasonably possible. If 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 shall be completely repaired prior to the Closing DatePremises 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, then including adjusters and attorney’s fees, of obtaining the same. In the fiscal year in which a Casualty occurs, there shall be no reduction included in the Purchase Price, and Seller shall retain the proceeds of all Operating Costs Landlord’s deductible under its property insurance related policy. Except as Landlord may elect pursuant to such damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 1115.1, the phrase “substantially damaged” means (i) the cost under no circumstances shall Landlord be required to repair any damage to the Subject Property is estimated to exceed $1,000,000to, (ii) access or make any repairs to or parking on the Subject Property is adversely affectedreplacements of, (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 LeaseTenant-Insured Improvements.

Damage. If, prior to the Closing Dateclosing date, all or any part of the Improvements are Property is substantially damaged by fire fire, casualty, the elements or any other casualtycause, Seller shall promptly immediately give notice to Purchaser Buyer of such fact. Thereafter, fact and at Purchaser’s Buyer's option (to be exercised by Purchaser’s written notice to Seller given within fifteen ten (1510) business days after such Seller’s initial notice to Purchaser's notice), this Agreement shall terminate with respect to the Subject Property. In the terminate, in which event of any such termination of this Agreement, neither party will have any further obligations under this Agreement (other than agreement and the Surviving Indemnity ObligationsXxxxxxx Money, which obligations together with any accrued interest, shall survive any such termination), that Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller be refunded to evidence such termination including, without limitation, a quit claim deedBuyer. If Purchaser Buyer fails to elect to terminate this Agreement (in the manner provided in this Section 11) despite such damage, or if the Improvements are Property is damaged but not substantially, Seller shall promptly commence to perform the prompt repair of such damage or destruction and the return of the Property to return the damaged Improvements to substantially their its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, Date then there shall be no reduction in the Purchase Pricepurchase 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, Date but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damagedamage after repair is completed; provided, however, that Purchaser Buyer shall have the right to delay the Closing Date until repair is completed. If Seller shall fail to diligently proceed to repair such damage, then Buyer shall have the right to require closing to occur and the purchase price (and specifically the cash portion payable at the Closing Date) shall be reduced by the cost of such repair, or at Buyer's option, Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the purchase price shall remain the same (except that Buyer shall receive a credit of the amount of any deductible under the applicable insurance policy). For purposes of this Section 11paragraph, the phrase “words "substantially damaged” " means (i) the damage that would cost $1,000,000 or more to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leaserepair.

Damage. If27.1 In case of partial or total destruction of the Premises, prior the Tenant will give immediate notice thereof to the Closing DateLandlord. If the Premises shall have been damaged or destroyed to an extent less than 25% of the insurable value thereof, all the Landlord will restore the Premises to their former condition within a reasonable time at its expense. If the Premises shall have been damaged or any destroyed to an extent of 25% or more of the insurable value thereof, the Landlord may within Ninety (90) days elect to (a) restore the Premises to their former condition within One Hundred Twenty (120) days of Landlord's election date at its expense, or (b) terminate this Lease 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 does not materially interfere with Tenant's use of such 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 PurchaserPremises), this Agreement shall terminate with respect to the Subject Property. In the event of any such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser Tenant shall have the right to delay terminate this Lease by giving written notice to Landlord. A just proportion of the Closing Date Basic Rent, according to the nature and extent of the damage or destruction, will be abated from the time of the same until the Premises shall have been restored (as hereinabove provided) or this Lease terminated, excepting, however, that if the nature of the damages is such as to render the Premises wholly unsuitable for Tenant's use, then 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 is completed. For purposes or rebuild during the last year of the term of this Section 11, the phrase “substantially damaged” means (i) the cost Lease. Landlord's obligation to repair any damage or rebuild pursuant to this paragraph shall be limited to the Subject Property basic building, systems and equipment and replacement of any interior work which may have been installed at Landlord's cost. Landlord's obligation to repair or rebuild shall also be limited to the extent of insurance proceeds made available by any mortgagee having control over disposition of such proceeds and shall be further limited to not include the restoration, repair or rebuilding of any portion of the Premises for which Tenant is estimated required to exceed $1,000,000maintain insurance under Paragraph 26.3 of this Lease. Tenant shall be responsible to promptly restore, (ii) access repair or replace any portion of the Premises for which Tenant is required to or parking on the Subject 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 maintain insurance under Paragraph 26.3 of this Lease.

Damage. If, prior to (a) If the Closing Date, all or any part of the Improvements are substantially Premises shall be damaged by fire or other casualtycause, Seller unless due to the gross negligence or willful misconduct of Tenant, its servants, employees, agents, visitors or licensees, the damage shall promptly give notice be diligently repaired within a reasonable time not to Purchaser 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 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 other cause beyond Landlord's control. If, 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 fact. Thereafterevents, Landlord may, at Purchaser’s option (its option, cancel and terminate this Lease by giving Tenant notice in writing of its intention to be exercised by Purchaser’s written notice to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser)cancel this Lease, whereupon the term of this Agreement Lease shall terminate with respect upon the thirtieth (30th) day after such notice is given and Tenant shall vacate the Premises and surrender the same to Landlord; provided however, all rent hereunder shall be abated from and after the date 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) 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 Subject Propertyother, 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 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 exceeds the amount of insurance proceeds received by Landlord on account of such damage. Notwithstanding anything to the contrary herein, if the Premises are damaged as a result of 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 other peril fully covered by any extended coverage insurance maintained by Landlord, (2) 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 site upon which the Building was constructed do not permit Landlord to repair, restore or reconstruct on such termination 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 this Agreementsuch damage, neither party will have any further obligations under this Agreement (by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials or other than cause beyond the Surviving Indemnity Obligationscontrol of Landlord, 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 Landlord or Tenant may elect to terminate this Agreement Lease by written notice to the other. (in 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 manner 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 contrary contained in this Section 11) despite such damage23, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Landlord shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding have any obligation whatsoever to repair, then there shall be no reduction in reconstruct or restore the Purchase Price and Seller shall complete Premises when the repair after damage resulting from any casualty covered under this Section 23 occurs during the Closing Date and shall be entitled to receive last twelve (12) months of the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes term of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject Property is adversely affected, (iii) the damage results in the Subject Property violating any laws or failing to comply with zoning Lease or any covenants, conditions or restrictions affecting the Subject Property, or (iv) the damage entitles the Tenant to terminate the Leaseextension thereof.

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 's option (to be exercised by Purchaser’s 's written notice to Seller given within fifteen thirty (1530) days after Seller’s 's initial notice to Purchaser), this Agreement shall terminate with respect to the Subject Propertyterminate. In the event of any such termination of this Agreement, neither party will have any further obligations under this Agreement (other than the Surviving Indemnity Obligationsobligations set forth in Sections 3(b), 14 and 15 hereof, which obligations shall survive any such termination), that 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 this Agreement (in the manner provided in this Section 1112) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 1112, the phrase “words "substantially damaged” means (i) the " mean damage that would cost $250,000 or more to repair any damage to the Subject Property is estimated to exceed $1,000,000repair, (ii) access to or parking on the Subject 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 Leaseas reasonably determined by Seller.

Damage. If21.1 In the event the Premises or the Building, prior to the Closing Date, all or any part of the Improvements are substantially portion thereof, shall be damaged by fire or other casualtycasualty not caused by the intentional or negligent acts of Tenant or Tenant Parties, Seller which damage substantially interferes with Tenant’s use of the Premises, and provided that Tenant shall have promptly give provided notice to Purchaser Landlord of such factdamage, 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. ThereafterHowever, at Purchaserif Landlord is unable to repair said damage within two hundred and seventy (270) days after Landlord’s option (receipt of notice of such damage, then Tenant shall have the right to be exercised by Purchaser’s terminate the Lease upon written notice to Seller given Landlord of such election within fifteen (15) 15 days after Seller’s initial notice 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 Purchaser)this Section and if an Event of Default has not occurred, Rent shall be prorated as of the date of termination of this Agreement Lease and the Security Deposit, if any, shall terminate with respect 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 Subject PropertyLease Term or termination of this Lease. In the event of any such termination damage to the Building or the Premises to the extent of this Agreementtwenty-five percent (25%) or more of the replacement cost of either the Building or the Premises, neither party will have any further obligations under this Agreement or in the event the Project shall be damaged to the extent of twenty-five percent (other than 25%) or more of the Surviving Indemnity Obligationsreplacement aggregate cost thereof, 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 Landlord may elect to terminate this Agreement Lease upon written notice to Tenant of such election within ninety (90) days after the occurrence of the 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 manner provided condition existing on the Commencement Date, and when placed in this Section 11) despite such damagecondition the Project, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction Building and to return the damaged Improvements to substantially their condition prior to such damage. If such damage Premises shall be completely repaired prior to deemed restored and rendered tenantable and Tenant, at its sole expense, shall immediately perform, in accordance with the Closing Dateprovisions of Article 13 hereof, then there 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 no reduction in the Purchase Pricepaid solely to Landlord, and Seller Tenant shall retain the have no interest therein. Insurance proceeds of all for Tenant’s separate insured interest, such as renter’s insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Dateor business interruption insurance, but Seller is diligently proceeding to repair, then there shall be payable to Tenant. Tenant shall in no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall case be entitled to receive the proceeds compensation for damages on account of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes any annoyance or inconvenience in making repairs under any provision of this Section 11Lease. 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 phrase “substantially damaged” means (i) Rent shall axxxx for the cost to repair any damage to portion of the Subject Property Premises that is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leaseuntenantable and not used by Tenant.

Damage. If, prior to If the Closing Date, all or any part of the Improvements Premises are substantially damaged by fire or other casualtycause covered by Landlord’s policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, Seller all damage to the structural portions of the building required to be maintained by Landlord pursuant to this Lease shall promptly give notice 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 Purchaser 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 other cause beyond Landlord’s control. If, 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, cancel and terminate this Lease by giving Tenant, within sixty (60) days from the date of such fact. Thereafterdamage, at Purchaser’s option (notice in writing of its intention to cancel this Lease, whereupon the term of this Lease shall cease and terminate upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, but in none of the certain contingencies in this Article mentioned shall there be exercised by Purchaser’s written notice any liability on the part of Landlord to Seller given within fifteen (15) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with Tenant covering or in respect to the Subject Property. In the event of any such termination period during which the occupation of this Agreementsaid Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, neither party will have Landlord shall not be responsible for consequential damages, lost profits or 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 damage to evidence such termination including, without limitation, a quit claim deedTenant’s personal property. If Purchaser fails to Landlord does not elect to terminate this Agreement (Lease as provided above, Landlord shall proceed in the a commercially reasonable manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair the portions of the Premises which Landlord is required to restore in accordance with this Article 10 and, upon the completion of such damage or destruction repairs, Tenant shall use diligent and commercially reasonable efforts to return repair the damaged Improvements portions of the Premises which are the responsibility of Tenant to substantially their condition prior to such damageinsure under this Lease. If such damage shall be completely repaired prior to Landlord’s restoration of 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 Premises is not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair substantially completed within one hundred eighty (180) days after the Closing Date date the damage occurs, Tenant may as its sole and shall be entitled to receive exclusive remedy, terminate the proceeds Lease on the date falling thirty (30) days after the date of all insurance related to such damageTenant’s notice; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “Landlord may nullify Tenant’s termination if Landlord substantially damaged” means completes such restoration work within such thirty (i30) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leaseday period.

Damage. IfIf the Premises are damaged by any casualty or peril, Landlord shall restore the Premises to substantially the same condition as existed immediately prior to such damage, unless this Lease is terminated by Landlord or Tenant as set forth below. Landlord and Tenant shall each have the Closing Date, all right to terminate this Lease upon the occurrence of damage by any casualty or any part peril that cannot be repaired or reasonably restored within ninety (90) days after the occurrence of such damage. If the Improvements are substantially Storage Space is damaged by fire any casualty or other casualtyperil, Seller Landlord 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 provide Tenant with alternative Storage Space within fifteen (15) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Subject Property. In the event occurrence of any such termination of 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 the manner provided in this Section 11) despite such damage, or and if the Improvements are damaged but not substantiallyalternative Storage Space is unavailable, Seller Landlord shall promptly commence to repair notify Tenant in writing within such damage or destruction fifteen (15) day period and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser Tenant shall have the right to delay terminate this Lease with respect to the Closing Date until 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, Tenant shall be entitled to an abatement of all Rent (and Storage Space Fee, if applicable) to the extent of the interference with Tenant's use of the Premises and/or Storage Space occasioned thereby. If the Lease is not terminated pursuant to the terms hereof, Landlord shall diligently prosecute any such repairs required to restore the Premises and the Building to substantially the same condition as prior to the casualty or peril, in which event this Lease shall continue in full force and effect and the Rent shall be reduced by a proportionate amount based upon the extent to which such damage interfered with the business carried on by Tenant in the Premises during such period of repair. If Landlord commences any repair under this paragraph but has not restored the Premises to a tenantable condition by the date which is completedninety (90) days after the casualty or peril, Tenant may terminate this Lease upon ten (10) days written notice to Landlord. For purposes 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 Section 11Lease. 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 waiver in any policy of insurance that applies to the Building, the phrase “substantially damaged” means (i) Premises or the cost to repair any damage to Storage Space, the Subject Property is estimated to exceed $1,000,000, (ii) access to contents therein or parking on the Subject 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 Leaseuse and occupancy thereof.

Damage. If, prior to If the Closing Date, all Premises are damaged in whole or any part because of the Improvements are substantially damaged by fire or other casualtycasualty (“Casualty”), Seller 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 14.2 below, Landlord shall promptly give notice restore the Building and/or the Premises to Purchaser substantially the same condition as existed immediately following completion of Landlord’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 factrestoration shall also be made by Landlord, but at Tenant’s sole cost and expense. ThereafterSubject to rights of the holders of any mortgages, at Purchaser’s option (the lessors under any ground leases, Tenant Delays, Legal Requirements then in existence and to be exercised by Purchaser’s written notice to Seller given delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of Force Majeure, Landlord shall substantially complete such restoration within fifteen (15) days months after Seller’s initial notice to Purchaser), this Agreement shall terminate the Casualty or Taking with respect to substantial reconstruction of at least fifty percent (50%) of the Subject Property. In Building, or, within two hundred seventy (270) days after the event of any such termination of 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 (Casualty or Taking in the manner provided in this Section 11case of restoration of less than fifty percent (50%) despite of the Building. Upon substantial completion of such damagerestoration by Landlord, or if Tenant shall use diligent efforts to complete restoration of the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements Premises to substantially their the same condition as existed immediately prior to such damageCasualty or Taking, as the case may be, as soon as reasonably possible. If Tenant agrees to cooperate with Landlord in such damage 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 completely repaired prior required to expend more than the Closing Date, then there shall be no reduction in the Purchase Price, and Seller shall retain the Net (hereinafter defined) insurance proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any Landlord receives for damage to the Subject Property is estimated Premises and/or the Building or the Net Taking award attributable to exceed $1,000,000, (ii) access to or parking on the Subject Property is adversely affected, (iii) Premises and/or 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.Building. “

Damage. IfIf the Premises are damaged or destroyed in whole or in part by any fire or other casualty during the Term hereof, prior 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 Tenant (without payment of the Termination Fee) shall have the right, by written notice given to the Closing Dateother within seventy five (75) days after 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 shall be remitted by Landlord to Tenant. Landlord shall, within forty five (45) days after such damage or destruction give Tenant written notice as to whether, 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 repair the Premises in accordance with this Section 11.01. The foregoing shall be subject to all of the following: (i) if Tenant shall fail to adjust its own insurance or to remove its damaged goods, wares, equipment or property within a reasonable time, and as a result thereof the repairing and restoration is delayed, there shall be no abatement of rental during the period of such resulting delay; (ii) that there shall be no abatement of rental if such fire or other cause damaging or destroying the Premises shall result from the negligence or willful act of Tenant, its agents, servants, licensees, or employees; (iii) that if Tenant shall use any part of the Improvements are substantially damaged 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 full insurable value thereof, Landlord may at its option terminate this Lease forthwith 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 a written notice to Seller given Tenant within fifteen forty five (1545) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Subject Property. In date of the event of any such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leasedestruction.

Damage. If(a) If the Building, prior Land or Premises are damaged by fire or other casualty and this Lease is not terminated as provided below, Landlord shall repair the damage at its expense (except for excess costs related to above-standard leasehold improvements installed in the Premises by or at the direction of Tenant, which shall be at Tenant’s expense), 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 alteration or improvements made by Tenant. If the Premises are damaged by fire or other casualty, then to the Closing Dateextent that the Premises are rendered untenantable, all or any part the Rent shall equitably xxxxx from the date of the Improvements damage to the date the damage is 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. (b) If the Building, Land or Premises are substantially damaged by fire or other casualty, Seller shall promptly give Landlord may terminate this Lease by notice to Purchaser of such fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice to Seller given Tenant within fifteen (15) 90 days after Seller’s initial notice to Purchaser), the date of the damage and this Agreement Lease shall terminate with respect upon the 30th day after such notice by which date Tenant shall vacate and surrender the Premises to Landlord. The Rent shall be equitably prorated to the Subject Propertydate of termination. In The Building, Land or Premises (whether or not the event Premises are damaged) shall be deemed substantially damaged if: (1) Landlord is required to expend for repairs more than 30 percent of any such termination the replacement value of 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 Building immediately prior to 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 the manner provided in this Section 11) despite such damage, or if (2) repair is not possible in accordance with Landlord’s reasonable estimate within 180 days following the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return date of the damaged Improvements to substantially their condition prior to such damage. If Landlord estimates that repair is not possible within such 180 days but does not terminate the Lease, then 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 completely repaired prior deemed changed from 180 days after the date of the damage to the Closing Estimated Repair Date, then there shall be no reduction in the Purchase Price, . (c) If this Lease has not been terminated and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall Landlord does not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall substantially complete the repair or restoration of the Building, Land or Premises within 180 days after the Closing Date 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 entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For deemed substantially completed for purposes of this Section 11on 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 phrase “substantially damaged” means (i) the cost only remedies available to repair any Tenant for damage caused by casualty and, therefore, to the Subject Property is estimated to exceed $1,000,000extent permitted by Law, (ii) access to Tenant waives the provisions of any Laws which would provide alternative or parking on the Subject Property is adversely affected, (iii) the damage results additional remedies 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 Leaseevent 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 Purchaser written notice of any damage to Purchaser any of the Properties, describing such factdamage, whether such damage is covered by insurance, and the estimated cost of repairing such damage. ThereafterSeller shall, to the extent possible, begin repairs prior to the Closing. If at Closing the repairs have not been completed, then at Purchaser’s option 's election, one (1) of the following shall occur: (a) Seller will remain obligated to be exercised 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 of 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 elect by Purchaser’s written notice to Seller given within fifteen (15) 10 days after Seller’s initial notice Purchaser is notified of such damage (and the Closing shall be extended, if necessary, to Purchaser), this Agreement shall terminate with respect give Purchaser such 10-day period to respond to such notice) to proceed in the Subject Property. In same manner as in the event case of any such termination of 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), damage 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 is not material or to terminate this Agreement (in Contract as to the manner provided in this Section 11) despite such damage, particular Property which was damaged. Damage as to any one or multiple occurrences is material if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage would permit a Tenant to terminate its Lease or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject damage, as reasonably estimated by Purchaser, plus lost rent after Closing resulting from the damage, exceeds Five Hundred Thousand and 00/100 dollars ($500,000.00) per Property is estimated to exceed for Eastpark II, Shelby 4, 5 and 18 and Seven Hundred Fifty Thousand and 00/100 Dollars ($1,000,000750,00.00) per Property for Eastpark I, (ii) access to or parking on the Subject 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 LeaseShelby 19 and Technicolor II.

Damage. If(a) If the Demised Premises should by damaged or destroyed by fire, tornado, or other casualty, LESSEE shall give immediate written notice thereof to LESSOR. (b) If the Demised Premises should be totally destroyed by fire, tornado, hurricane or other casualty, or if they should be so damaged that rebuilding or repairs cannot be completed within one hundred eighty (180) days after the 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 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 (180) days after the date upon which LESSOR is notified by 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 the Closing Datesuch damage, all except that LESSOR shall not be required to rebuild, repair or replace any part of the Improvements partitions, fixtures and other improvements which may have been placed on the Demised Premises by LESSEE. If the Demised Premises are substantially damaged by fire untenantable in whole or other casualtyin part following such damage, Seller the rent payable hereunder during the period in which they are untenantable 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 proratably reduced to the Subject Propertyextent of the usable square footage of the Demised Premises. In the event that LESSOR should fail to complete such repairs and rebuilding within one hundred eighty(180) days after the date upon which LESSOR is notified by LESSEE of such damage, subject to force majeure LESSEE may at its option terminate this lease by delivering written notice of termination to LESSOR as LESSEE's exclusive remedy, whereupon all fights and obligations hereunder shall cease and terminate as of the date of the notice of termination. (d) Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage to secure debt covering the Demised Premises requires that any portion of the insurance proceeds be applied to such termination of this Agreementindebtedness, neither party will then LESSOR shall 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 right to terminate this Agreement lease by delivering written notice of termination to LESSEE, whereupon all rights and obligations hereunder shall cease. (in e) Any insurance which may be carried by LESSOR or LESSEE against loss or damage to the manner provided in this Section 11Demised Premises and other improvements situated on the Demised Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. (f) despite 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 damage to property caused by fire or any of the casualties covered by the insurance maintained hereunder, even if such damagefire or other casualty shall have been caused by the fault or negligence of the other party, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair anyone for whom such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall party may 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damageresponsible; provided, however, that Purchaser this release shall have be applicable and in force and effect only with respect to loss or damage occurring during such times as the releasor's policies shall contain a clause or endorsement to the effect that any release shall not adversely affect or impair said policies or prejudice the right of the releasor to delay 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 endorsement. (g) LESSOR shall maintain standard fire and extended coverage insurance covering the Closing Date until repair is completed. For purposes building of this Section 11, which the phrase “substantially damaged” means Demised Premises are in part in an amount not less than one hundred (i100%) per cent of the replacement cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leasethereof.

Damage. IfThe LESSEE acknowledges that it has accepted the leased premises after due examination of the same, prior to and that LESSOR shall not be liable for any defect or change in the Closing Datecondition of the leased premises or of the building resulting from any flaw in the electrical connections, all or from water or rain which may leak into, issue or flow from any part of the Improvements are substantially damaged by fire building, or from the pipes or plumbing works of the leased premises or the building itself or from any other casualtyplace or quarter, Seller shall promptly give notice to Purchaser of or incurred in any other way or manner, or for any other reason other than electrical or leaks unless 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 defect or change or any damage resulting therefrom is attributable to the Subject Propertymisconduct or negligence of the LESSOR or its employees, agents or representatives. In The LESSEE shall give the event LESSOR or its agent prompt notice in writing of any defects in the electrical installation, the plumbing installation of other fixtures of the leased premises or of the building itself. Upon receipt of any such termination notice or as soon as the existence of this Agreementsuch defects becomes known to the LESSOR, neither party will 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 further obligations under this Agreement (other than of its employees, agents or representatives. If such defect or change is caused by the Surviving Indemnity Obligations, which obligations shall survive any such terminationLESSEE's visitor(s), that Purchaser shall, at the request LESSEE and its employees shall cooperate fully with the LESSOR in establishing the visitor's liability in a court of Seller, execute law. The monthly rental or any document reasonably requested other amount which may be payable by Seller to evidence 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 termination including, without limitation, a quit claim deedrepairs. If Purchaser fails to elect to terminate this Agreement (in the manner provided in this Section 11) despite defects requiring such damagerepairs shall have resulted from the fault, misconduct or if negligence of the Improvements are damaged but not substantiallyLESSEE, Seller its employees, agents or representatives, the LESSOR shall promptly commence 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 destruction and injury to return the damaged Improvements LESSEE, its employees, agents, representatives or visitors, or to substantially their condition prior to such damage. If any person or persons in or about the leased premises, unless such damage shall be completely repaired prior or injury is due to the Closing Datemisconduct or negligence of the LESSOR, then there shall be no reduction or its employees, 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 or in connection with the Purchase Priceoccupancy or use of the leased premises or any part thereof or by reason of any breach, and Seller shall retain violation or non-performance by the proceeds LESSEE of all insurance related any covenant or condition hereof, unless the cause or causes giving rise to any such damage. If such damage shall not be completely repaired prior fines, suits, proceedings, claims, demands, or actions is/are due to the Closing Datemisconduct or negligence of the LESSOR, but Seller is diligently proceeding to repairits employees, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to agents or parking on the Subject 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 Leaserepresentatives.

Damage. If(a) If the Building, prior Land or Premises are damaged by fire or other casualty and this Lease is not terminated as provided below, Landlord shall repair the damage at its expense (except for excess costs related to above-standard leasehold improvements in the Premises which shall be at Tenant's expense), 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 alteration or improvements made by Tenant. If the Premises are damaged by fire or other casualty, then to the Closing Dateextent that the Premises are rendered untenantable, all the Rent shall equitably (b) If the Building, Land or any part of the Improvements Premises are substantially damaged by fire or other casualty, Seller shall promptly give Landlord may terminate this Lease by notice to Purchaser Tenant within 90 days after the date of the damage and this Lease shall terminate upon the 30th day after such factnotice by which date Tenant shall vacate and surrender the Premises to Landlord. ThereafterThe Rent shall be equitably prorated to the date of termination. The Building, at Purchaser’s option Land or Premises (whether or not the Premises are damaged) shall be deemed substantially damaged if: (1) Landlord is required to be exercised expend for repairs more than 20 percent of the replacement value of the Building immediately prior to the damage, or (2) repair is not possible in accordance with Landlord's reasonable estimate within 180 days following the date of the damage. (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 Purchaser’s written notice to Seller Landlord given within fifteen (15) 10 days after Seller’s initial 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 Purchaser)provide the only remedies available to Tenant for damage caused by casualty and, this Agreement shall terminate with respect therefore, to the Subject Property. In extent permitted by Law, Tenant waives the provisions of any Laws which would provide alternative or additional remedies in the event of any such termination of 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their 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 Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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. If(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 termination within the thirty (30) day period, Landlord shall thereafter promptly commence the repair, reconstruction and restoration of the Leased Premises, the Building or the Property, as applicable, 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 sole and exclusive remedy, to terminate this Lease by delivering to Landlord, within thirty (30) days after the Completion Date, written notice of termination, which termination shall be effective thirty (30) days after receipt by Landlord of Tenant's notice of termination unless Landlord shall have completed such repairs and restoration 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 expiration of such fact. Thereafter, at Purchaser’s option thirty (to be exercised by Purchaser’s written notice to Seller given within fifteen (1530) days after Seller’s initial notice to Purchaser), this Agreement shall terminate with respect to the Subject Propertyday period. In the event that Tenant shall have given Landlord notice of any such termination and Landlord shall not have completed reconstruction of this Agreementthe Leased Premises, 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 the manner provided in this Section 11) despite such damage, Building or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired Property prior to the Closing Dateexpiration of the thirty (30) day period, 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 diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser Tenant shall have the right to delay continue to occupy the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means Leased Premises (i) the cost to repair any damage but only to the Subject Property is estimated extent of such occupancy as of the date Tenant delivers to exceed $1,000,000, Landlord such notice of termination) for a period of ninety (ii90) access to or parking on days after the Subject Property is adversely affected, end of such thirty (iii30) day period at the damage results Annual Basic Rent then 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.effect under Article 1.12 and such

Damage. IfIf the Demised Premises, prior 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 Tenant, which damage substantially impairs Tenant's ability to the Closing Datecarry on its business, all or any part and such damage can be repaired within 90 days of the Improvements date of such occurrence, this 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 substantially 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, Seller shall promptly give notice as aforesaid, to Purchaser 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 fact. Thereafteroccurrence, and such damage cannot be repaired or the Premises restored within said time, this Lease shall terminate at Purchaser’s the option (to be exercised by Purchaser’s of either party upon the written notice to Seller given within fifteen thirty (1530) days after Seller’s initial notice such occurrence. If fifty (50%) percent or more of the building of which the Demised Premises form a part are damaged by fire or other casualty, as aforesaid, to Purchaser)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 date of such occurrence, this Agreement 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 terminate with respect be an adjustment of rent to the Subject Propertysaid date of termination. In the event of any such termination of this Agreementaddition, 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 the manner provided in this Section 11) despite such damage, or if the Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in obligation upon the Purchase Pricepart 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 basic building (including wiring, plumbing and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired HVAC systems as they were prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price casualty loss) and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds replacement of all insurance related to such damage; provided, however, that Purchaser shall any interior work which may have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject 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 Leaseoriginally been installed at Landlord's cost.

Damage. If, prior Risk of loss up to and including the Closing DateDate shall be borne by Seller; provided, all or any part of the Improvements are substantially damaged by fire or other casualtyhowever, that Seller shall promptly give notice have no obligation 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 rebuild the Subject Property. In the event of any material damage to or destruction of the Property or any portion thereof, Buyer may, at its option, by notice to Seller given within thirty (30) days after Buyer is notified of such termination damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full 30 day period to make such election, which election shall be deemed irrevocable): (i) terminate this Agreement and the Xxxxxxx Money (plus interest earned thereon) shall be immediately returned to 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 three hundred sixty-five (365) day period, Buyer shall have the options provided in (i) and (iii) at such time), or (iii) proceed under this Agreement, neither party will have receive any further obligations under this Agreement (other than the Surviving Indemnity Obligations, which obligations shall survive insurance proceeds due Seller as a result of any such termination)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 repairs, that Purchaser shall, and Buyer shall receive a credit at the request of Seller, execute Closing for any document reasonably requested by Seller to evidence such termination including, without limitation, a quit claim deeddeductible or coinsured amount under said insurance policies. If Purchaser fails Buyer elects to elect proceed under provision (iii) above, Seller will cooperate with Buyer after the Closing to assist Buyer in obtaining the insurance proceeds from Seller’s insurers. If the Property is not materially damaged, then Buyer shall not have the right to terminate this Agreement if Seller agrees, at its cost, to repair the damage before the Closing and restore the Property to its previous condition or, if 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 the manner provided in this Section 114.1(i) despite such damageor (iii), or if to receive an assignment from Seller at the Improvements are damaged but not substantially, Closing of all insurance proceeds due Seller shall promptly commence to repair as a result of any such damage or destruction and to return the damaged Improvements to substantially their condition prior to such damage. If such damage shall be completely repaired prior 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 Date, then there shall be no reduction in the Purchase Price, an amount equal to any applicable deductible. “Material damage” and “materially damaged” means damage reasonably exceeding $1,000,000.00 to repair or Seller shall retain the proceeds of all insurance related to such damage. If such damage shall does not be completely repaired prior to the Closing Date, but Seller is diligently proceeding to repair, then there shall be no reduction in the Purchase Price and Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that Purchaser shall have the right to delay the Closing Date until repair is completed. For purposes of this Section 11, the phrase “substantially damaged” means (i) the cost to repair any damage to the Subject Property is estimated to exceed $1,000,000, (ii) access to or parking on the Subject Property is adversely affected, (iii) the damage results in the Subject Property violating any laws or failing prior to comply with zoning or any covenants, conditions or restrictions affecting the Subject Property, or (iv) the damage entitles the Tenant to terminate the LeaseClosing.