Common use of Damage Clause in Contracts

Damage. If any of the improvements or buildings, including any parking garage on the Premises shall be damaged or destroyed by fire or other casualty, Tenant, at Tenant's sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore the Premises to the condition in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered by reason of such damage 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 be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restoration.

Damage. If If, at any time after the Effective Date and on or before the Closing Date, all or any portion of the improvements Property is damages, destroyed or buildingsrendered inoperative (collectively, including the “Damage”), by fire, flood, natural elements or other causes, Seller shall promptly notify Purchaser of such Damage and then the following shall apply: (a) If the damage is not Material (hereinafter defined), Purchaser shall proceed to close and purchase the Property as diminished by such Damage, subject to a reduction in the Purchase Price equal to the full estimated cost of repairing or restoring the Damage. (b) If the Damage is Material, then Purchaser, at its sole option, may elect either (i) to terminate this Agreement by written notice to Seller given at or prior to the Closing;, whereupon the Title Agent shall immediately return the Xxxxxxx Money to Purchaser and, upon Purchaser’s receipt thereof, neither party hereto shall have any parking garage further rights against, or obligations to, the other under this Agreement; or (ii) to agree to close and deduct from the Purchase Price the full estimated cost of repairing or restoring the Damage. (c) If the Damage is covered by insurance, the purchaser shall have the right to elect to close the purchase of the Property in its condition (with respect to the Damage covered by insurance) on the Premises shall be damaged or destroyed by fire or other casualty, Tenant, at Tenant's sole cost Closing Date and expense, shall promptly and diligently proceed to adjust receive a credit against the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore the Premises to the condition Purchase Price in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered by reason of such damage 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 be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any deductible, and take an assignment of the insurance proceeds, in which event Seller shall assign such deductibleinsurance proceeds to the Purchaser, remit to Purchase any insurance proceeds received by Seller and shall permit Purchaser to conduct any remaining settlement or other negotiations with the insurer as to the amount of proceeds payable on account of the Damage. (d) For the purposes of this Section 5.1, Damage shall be deemed to be “Material” if the cost of repairing the Damage equals or exceeds the Purchase Price. 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 act on its behalf, and the firms designated shall promptly consult with each other in an attempt to mutually agree upon the cost of repairing the Damage. If the Net Insurance Proceeds (regardless of firms cannot agree on the amount thereof) exceed cost within the full 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 repair, rebuilding or replacement Damage within 10 days after its designation. The cost of repairing the damaged buildings improvements or parking garage, then Damage as determined by the amount of such excess Net Insurance Proceeds third engineering firm shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationconclusive.

Damage. If (a) In the event of any casualty loss, Tenant shall give Landlord prompt notice thereof. Tenant shall adjust, collect and compromise any and all such claims. Landlord shall be entitled to participate with Tenant in any adjustment, collection and compromise of the improvements or buildings, including property insurance claim payable for the Improvements in connection with a casualty. The rights of Landlord under this Section 6.03(a) shall be extended to the holder of any parking garage on mortgage pertaining to the Premises ("Lender") if and to the extent that any such mortgage so provides. (b) If the estimated costs of Restoration or repair shall be damaged $300,000 or destroyed by fire less, all Net Proceeds of any property insurance required under Article 10 shall be payable to Tenant. If the estimated cost of Restoration or repair shall be more than $300,000, all Net Proceeds of any property insurance required under Article 10 shall be payable to a trustee which shall be a federally insured bank, title insurance company or other casualtyfinancial institution, Tenantselected by Landlord and Tenant and reasonably satisfactory to Lender, at if any (the "Trustee"). Notwithstanding anything in this subsection (b) to the contrary, if the Premises are covered by a mortgage, Lender may require all Net Proceeds of any property insurance required under Article X be payable to the Trustee, regardless of the amount of such Net Proceeds, and disbursed in accordance with Section 6.04. If the Premises are covered by a mortgage, Lender, if it so desires, may elect to be the Trustee. Each insurer is hereby authorized and directed to make the proceeds under said policies for the Improvements directly to Tenant or such Trustee, as the case may be. If the proceeds are delivered to the Trustee in accordance with this subsection (b), Tenant hereby appoints such Trustee as Tenant's sole cost and expense, shall promptly and diligently proceed attorney-in-fact to adjust the loss with the insurance companies and arrange endorse any draft therefor for the disbursement purposes set forth in this Lease after approval by Tenant of insurance proceedssuch Trustee, and repairif Trustee is other than Lender, rebuild such approval not to be unreasonably withheld, delayed or replace such improvements, buildings, or parking garage, so as to restore conditioned. "Restoration" shall mean the restoration of the Premises after any Condemnation or Casualty as nearly as possible to the their value, condition in which they were and character existing immediately prior to such damage Condemnation or destruction. The net proceeds of any insurance recovered by reason of such damage 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 be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationCasualty.

Damage. If Except as hereinafter set forth, in the event the Premises or the Building is damaged from any cause, Landlord shall forthwith repair such damage and this Lease shall remain in full force and effect. In the event of any such damage, Landlord will, within thirty (30) days following the date of the improvements or buildingsdamage, including any parking garage on deliver to Tenant an estimate of the time necessary to repair the damage in question such that the Premises may be used by and accessible to Tenant; such notice will be based upon the review and opinions of Landlord’s architect and contractor (“Landlord’s Repair Notice”). Provided such damage was not caused by Tenant’s, or by its agents, employees, contractors, invitees or licensees, negligent or willful act, Tenant shall be damaged or destroyed entitled to a proportionate reduction of Rent while such repairs are being made in an amount not to exceed the applicable rental interruption insurance proceeds received by fire or other casualty, Tenant, at Tenant's sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceedsLandlord, and repair, rebuild or replace such improvements, buildings, or parking garage, so that is in the same proportion to the Rent as to restore the rentable area of the portion of the Premises so damaged and is unusable bears to the condition in which they were immediately prior to such damage or destructiontotal rentable area of the Premises. The net proceeds of any insurance recovered by reason of such damage or destruction in excess of In the event the cost of adjusting repairing such damage is not covered by Landlord’s insurance (and provided that Landlord maintained the insurance claim and collecting coverage required hereunder), or in the event the cost of repairs exceeds the insurance proceeds payable (and provided that Landlord maintained the insurance coverage required hereunder), Landlord may elect, at its option, not to make such excess being referred repairs, in which event this Lease may be terminated at the option of either party upon the giving of notice and without liability to herein the other party. If, pursuant to Landlord’s Repair Notice, the Premises or a material portion are to be rendered untenantable for more than 360 days as a result of any such damage, Landlord or Tenant may elect to terminate this Lease provided notice thereof is given to the "Net Insurance Proceeds") other party hereto within 30 days following the date such party is notified that such damage may not be repaired within said 360 day period. Landlord shall under no circumstances be held by required to repair any escrow agent which is reasonably acceptable damage to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose property of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to any improvements installed in, on or about the Premises by Tenant's contractors, from time to time as unless the work progressescost of repair thereto is covered by insurance. Tenant hereby specifically waives the provisions of Section 1932, pursuant to such requirements Subdivision 2 and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any)Section 1933, includingSubdivision 4, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing California Civil Code. In the work. If event the Net Insurance Proceeds Building or a material portion is damaged to the extent of more than thirty three percent (less any applicable deductible33%) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount then replacement cost thereof) exceed the full cost , Landlord may elect, concurrently with Landlord’s delivery of Landlord’s Repair Notice, to terminate this Lease. A total destruction of the repair, rebuilding Building shall terminate this Lease without liability to Landlord or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restoration.

Damage. If any In the event of total damage or destruction of the improvements Building or buildingsProject, including any parking garage on Tenant shall have the Premises right to terminate this Lease upon five (5) days’ written notice to Landlord effective as of the date of the damage. In the event of a partial damage or destruction of the Premises, Building or Project that materially negatively impacts (a) Tenant’s equipment or services described in this Lease or (b) Tenant’s access to or use of the Premises; then as soon as possible, but not later than five (5) days from the date of the damage, Landlord shall be damaged provide Tenant with written notice (“Landlord’s Repair Notice”) of (1) the nature of the damage; (2) whether or destroyed by fire or not Landlord shall repair the damage; (3) Landlord’s estimated time to repair the damage; and (4) Landlord’s plan to mitigate the impact to Tenant during such repair. Tenant shall have the right to consult with Landlord regarding Landlord’s proposed mitigation plan. Such mitigation plan shall include, among other casualtythings, Tenant’s ability to operate from alternate Premises, at whether in the Project or elsewhere, with the costs and expenses of such alternate space and Tenant's sole ’s relocation from and back to the Premises, together with all additional elements of cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement expense incurred by Tenant as a result of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore the Premises to the condition in which they were immediately prior to such partial damage or destruction. The net proceeds of any insurance recovered , allocated as agreed upon by reason of such damage 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 be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, parties pursuant to such requirements mitigation plan. Landlord and limitations as may be Tenant shall each act reasonably acceptable and in good faith in their efforts to Tenant agree upon a mitigation plan. If Landlord (x) elects not to repair the damage or (y) the estimated time to restore essential services or access to the Premises exceeds ten (10) days and Landlord and Landlord's Mortgagee (if any)Tenant cannot agree upon a mitigation plan, including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, then Tenant shall be obligated have the right to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid terminate this Lease upon written notice to Landlord, provided, however, that in effective as of the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement date of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationdamage.

Damage. If the Premises are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the improvements or buildingsforegoing, including any parking garage 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 can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be damaged or destroyed made by fire or other casualtyLandlord, Tenant, but at Tenant's ’s sole cost and expense. Subject to rights of Mortgagees, shall promptly delays caused by any of the Tenant Parties, Legal Requirements then in existence and diligently proceed to adjust the loss with the insurance companies and arrange delays for the disbursement adjustment of insurance proceedsproceeds or Taking awards, as the case may be, and repairinstances of force majeure, rebuild or replace Landlord shall substantially complete such improvementsrestoration 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, buildingsor, or parking garagewithin 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, so as Tenant shall use diligent efforts to restore complete restoration of the Premises to substantially the same condition in which they were as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or destructionthe Net Taking award attributable to the Premises and/or the Building. The net proceeds of any insurance recovered by reason of such damage or destruction in excess of the cost of adjusting the insurance claim and collecting “Net” means the insurance proceeds or Taking award actually paid to Landlord (such excess being referred and not paid over to herein as a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the "Net Insurance Proceeds") same. In the Operating Year in which a Casualty occurs, there shall be held by included in Building Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 15.1, under no circumstances shall Landlord be required to repair any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenantdamage to, or make any repairs to or replacements of, any Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationInsured Improvements.

Damage. (a) If the Premises are damaged by fire or other cause covered by Landlord's policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, the damage shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall xxxxx pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period, unless and solely to the extent that any abatement of rent is covered by a policy of rent loss insurance which Landlord may, at its option, then have in effect. Due allowance 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 "labor troubles" 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 events, Landlord may, at its option, cancel and terminate this Lease by giving Tenant notice in writing of its intention to cancel this Lease, whereupon the improvements or buildingsterm of this Lease shall terminate upon the thirtieth (30th) day after such notice is given, including and Tenant shall vacate the Premises and surrender the same to Landlord. In neither of the certain contingencies in this paragraph mentioned shall there be any parking garage liability on the part of Landlord to Tenant covering or in respect of any period during which the occupation of said Premises by Tenant may not be possible because of the matters hereinabove stated, nor shall Landlord be liable for any damage incurred by Tenant. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any damage to Tenant's personal property. (b) Notwithstanding anything to the contrary contained in this Lease, if the Premises are damaged or destroyed by fire fire, accident, the elements or other casualtycasualty (a "Casualty") during the term, Tenant, at TenantLandlord shall notify Tenant within thirty (30) days after such Casualty of Landlord's sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore the Premises to the condition in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered by reason of such damage or destruction in excess good faith estimate of the cost of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred time needed to herein as the "Net Insurance Proceeds") shall be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each undertake reconstruction of the contractors, subcontractors, materialmen and suppliers performing the workPremises. If the Net Insurance Proceeds estimated time for repairs to the Premises exceeds one hundred eighty (less any applicable deductible180) are insufficient to restore days from the Premisesdate of Casualty, Tenant shall be obligated have the right to pay terminate this Lease by giving to Landlord notice of such deficiency termination within fifteen (15) days after Landlord provides notice of such good faith estimate. In the event that Landlord or Tenant do not exercise a right of termination as provided in this Lease, Landlord shall commence to repair the damage caused by such Casualty and, thereafter, shall diligently and continuously pursue completion of such repairs, within the amount of any such deductibleestimated completion date as set forth in Landlord's notice. If Landlord fails to so complete the Net Insurance Proceeds repairs to the extent sufficient to allow Tenant to reasonably use and occupy the Premises for its intended use, within the estimated completion date, Tenant shall have the right and option, as its sole and exclusive remedy upon no less than sixty (regardless of the amount thereof60) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid days prior notice to Landlord, Landlord to terminate this Lease; provided, however, that in the event that Tenant believes that Tenant if Landlord completes its repairs within said sixty (60) day period, then Tenant's notice to terminate as aforesaid shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available null and void and this Lease shall continue in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration full force and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationeffect.

Damage. If If, prior to the Closing Date, all or any part of the improvements or buildings, including any parking garage on the Premises shall be Improvements are damaged or destroyed by fire or other casualty, Tenantthen Seller shall immediately give notice to Purchaser of such fact and, if the Improvements are substantially damaged, then at Tenant's sole cost Purchaser’s option (to be exercised within thirty (30) days after Purchaser’s receipt of Seller’s notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement (other than the obligations of Purchaser set forth in Section 3(b) and expensethe indemnity obligations of Purchaser set forth in Section 13 of this Agreement, and any other obligations that specifically survive the termination hereof in accordance with the terms of this Agreement, which obligations shall promptly survive any such termination), and diligently the Xxxxxxx Money shall be returned to Purchaser within two (2) business days of the date of such termination, provided Purchaser and Seller shall execute any document reasonably required by the other party to evidence such termination. If Purchaser fails to elect to terminate despite such damage, or if the Improvements are damaged but not substantially, then Purchaser shall proceed to Closing and accept title to the Real Property in its then existing physical condition, without any abatement or reduction of, or credit against, the Purchase Price, but Seller shall assign to Purchaser any unapplied insurance proceeds paid or payable to Seller in connection with such damage, subject to the rights of tenants under the Leases, and subject to the right of Seller to use the proceeds of all insurance related to such damage as herein provided. Seller shall have the right to commence restoration of the Improvements prior to Closing and to use the proceeds of all insurance related to such damage as hereinafter provided, and in such event the credit due to Purchaser at closing in respect of such casualty shall be reduced by the cost of the restoration work performed by Seller and approved by Purchaser. Seller shall have the right to negotiate with and adjust the loss any claim with the insurance companies and arrange for company insuring the disbursement of insurance proceedsImprovements so damaged, and repair, rebuild or replace such improvements, buildings, or parking garage, so to provide and effect the necessary restoration as to restore the Premises and to the condition in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered by reason of such damage or destruction in excess of extent required under the cost of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred to herein as the "Net Insurance Proceeds") shall be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any)Leases, including, without limitation, lien waivers from each reducing the damaged Improvements to grade and clearing the Real Property and doing such other things as may be reasonably necessary for the protection of all persons and property that may be endangered by the existing condition of the contractorsReal Property, subcontractorsin which case Seller shall have the right to use the proceeds of all insurance related to such damage for such purposes. For purposes of this Section 11, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less words “substantially damaged” mean damage with respect to any applicable deductible) are insufficient Improvements that would cost $1,000,000.00 or more to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restoration.

Damage. If the Premises or the Building is damaged from any cause covered by Landlord's and/or Tenant's insurance, Landlord will forthwith repair such damage provided the cost of repair does not exceed the improvements insurance proceeds available from the insurance carried by both parties, and provided further that such repairs can be made within ninety (90) days after such damage occurs. This Lease will remain in full force and effect during the period such repairs are being made. Such damage will not in any way void or buildingsrender voidable this Lease or any provision hereof. If such damage was caused by any risk not covered by Landlord's or Tenant's insurance, including any parking garage or if the cost of repairs exceeds the insurance proceeds payable from the parties, Landlord may, at its option, make such repairs, provided the repairs can be made within ninety (90) days after such damage occurs, and, in such event, this Lease will remain in full force and effect and will be neither void nor voidable. If Landlord elects not to make repairs it is not obligated to make, or if such repairs cannot be made within the 90-day period, this Lease may be terminated by either party upon notice and without liability to the other party. If either Landlord or Tenant gives notice of termination as provided herein, this Lease and all interests of Tenant in the Premises will terminate on the Premises shall date specified in the notice. Landlord will under no circumstances be damaged or destroyed required to repair any damage by fire or any other casualtycause, whether of a similar or dissimilar nature, to the property of Tenant. Tenant hereby specifically waives the provisions of Section 1932, at Tenant's sole Subdivision 2 and Section 1933, Subdivision 4, of the California Civil Code. In the event the Building is damaged to the extent of more than twenty percent (20%) of the then replacement cost and expensethereof, shall promptly and diligently proceed Landlord may elect to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceedsterminate this Lease, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore whether the Premises are damaged or not and without liability to the condition in which they were immediately prior to such damage or destructionTenant. The net proceeds of any insurance recovered by reason of such damage or A total destruction in excess of the cost Premises or of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred to herein as the "Net Insurance Proceeds") shall be held by any escrow agent which is reasonably acceptable to Building will terminate this Lease without liability of Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restoration.

Damage. All risk of loss with respect to the Leased Land shall remain with Eastview until the Lease Closing, when full risk of loss with respect to Leased Land shall pass to BPA. Eastview shall give BPA written notice of any damage to the Leased Land, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage within 3 business days after the occurrence thereof. If the cost to repair any such damage is less than or equal to $3,000,000 ("Immaterial Damage"), then Eastview shall credit BPA at Lease Closing in an amount equal to the applicable deductible under Eastview's insurance policy that will insure the Immaterial Damage and assign to BPA the right to collect all insurance proceeds payable under such insurance policy. If the cost to repair such damage is greater than $3,000,000 or a Major Tenant terminates its material Lease as permitted therein as a result of such damage ("Material Damage"), BPA may elect by notice to Eastview given within 10 business days after BPA is notified of such damage (and the improvements or buildings, including any parking garage on the Premises Closing shall be damaged extended, if necessary, to give BPA such 10 day period to respond to such notice) to proceed in the same manner as in the case of Immaterial Damage or destroyed to terminate this Agreement, in which event the Xxxxxxx Money shall be returned to BPA and the parties hereto shall have no further rights or obligations under this Agreement except for such rights and obligations as expressly survive the expiration or earlier termination hereof. If Material Damage is not covered by fire or other casualtyEastview's existing insurance, Tenant, at Tenant's sole cost and expense, then Eastview shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as not be obligated to restore the Premises Material Damage or to the condition in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered by reason of such damage or destruction in excess of credit BPA for the cost of adjusting restoration and BPA shall have the insurance claim right to terminate this Agreement and collecting obtain a refund of the insurance proceeds (Xxxxxxx Money with the parties hereto having no further rights or obligations under this Agreement, except for such excess being referred to herein as rights and obligations that expressly survive the "Net Insurance Proceeds") shall be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose expiration or earlier termination of paying the cost this Agreement. An affiliate of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as Eastview may be reasonably acceptable to Tenant and Landlord and Landlordengaged as Eastview's Mortgagee (if any), including, without limitation, lien waivers from each of contractor so long as BPA approves the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount engagement of such excess Net Insurance Proceeds shall be paid contractor. This Paragraph is intended to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration supplement and opportunities for costsupercede New York General Obligations Law Section 5-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restoration1311.

Damage. If any of the improvements or buildings, including any parking garage on the Premises demised premises shall be partially or totally damaged or destroyed by fire or other casualtyany risk covered by Landlord's insurance as provided for in the Insurance provisions of this Lease, Tenantthen Landlord shall diligently and as soon as practicable after such damage occurs (taking into account the time necessary to effectuate a satisfactory settlement with any insurance company, at Tenant's sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange obtain permits for the disbursement of insurance proceedswork, and repair, rebuild reasonable delay on account of "labor troubles" or replace such improvements, buildings, or parking garage, so as to restore the Premises to the condition in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered by reason of such damage 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 be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and other cause beyond Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of reasonable control) repair or rebuild the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlorddemised premises, provided, however, that in no event shall Landlord be obligated to expend in such repair or rebuilding any sums in excess of the amount of insurance proceeds paid to Landlord in connection therewith. The foregoing notwithstanding, in no event shall Landlord be required to repair, restore or rebuild any portions of the demised premises constituting a part of Tenant's leasehold improvements or other tenant work, trade fixtures, equipment and personal property; the Tenant at its own expense to perform such repairs and replacements when required by Landlord. If the demised premises are rendered wholly or partially untenantable by such damage or destruction, and if such damage and destruction was without the fault or neglect of the Tenant, its servants, employees, agents or licensees, then the Minimum Annual Rent payable by Tenant under the Lease during the period in which the demised premises are so untenantable shall be equitably abated by the percentage that the unusable floor area of the demised premises bears to the total floor are thereof, but Percentage Rent, if applicable, shall not be abated. Landlord shall not be liable for any damages (including, without limitation, business interruption) that may be suffered by Tenant by reason of any casualty to the demised premises and/or Landlord's repairing or rebuilding thereof and/or the deprivation of Tenant's use and possession of the demised premises. All of the foregoing provisions of this Article notwithstanding, if the demised premises are rendered wholly untenantable by fire or other cause, and the Landlord shall decide not to rebuild the same, or if the Shopping Center shall be so damaged that the Landlord shall decide to demolish it or not to rebuild it, then, and in any of such events, the Landlord may, at its option, cancel and terminate this Lease by giving to the Tenant, within ninety (90) days from the date of such damage, notice in writing of its intention to cancel this Lease, whereupon the term of this Lease shall cease and determine upon the tenth day after such notice is given, and the Tenant shall vacate the leased premises and surrender the same to the Landlord. Further, in the event the premises shall be rendered untenantable by reason of fire or other casualty, and it shall require Landlord more than one hundred eighty (180) days to substantially complete the repairs required of it hereunder, then and in such event provided Tenant is not in default hereunder, and that the damage was not caused by wrongful or intentional act of Tenant believes that or any of its Permitees, Tenant shall be able entitled to restore terminate this Lease, by written notice delivered to Landlord within ten (10) days after the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement end of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationsaid 180 days period.

Damage. If any of Landlord shall have the improvements or buildings, including any parking garage on right to terminate this Lease if: (a) the Premises Building shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or destroyed reconstruction of the Building shall be required (whether or not the Premises has been damaged); (b) Landlord is not permitted by applicable Law to rebuild the Building in substantially the same form as existed before the fire or other casualty, Tenant, at Tenant's sole cost ; (c) the Premises have been materially damaged and expense, there is less than two (2) years of the Lease Term remaining on the date of the casualty; (d) any Mortgagee requires that the insurance proceeds be applied to the payment of the Mortgage; or (e) a material uninsured loss to the Building occurs. Landlord shall promptly and diligently proceed also have the right to adjust terminate this Lease under the circumstances set forth in Section 11.6. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within ninety (90) days after (i) the settlement of the loss resulting from the casualty between Landlord and Xxxxxxxx’s insurers and (ii) the date Landlord determines the loss is uninsured. If Landlord does not terminate this Lease, (A) subject to Landlord’s ability to obtain the necessary permits, Landlord shall commence and proceed with the insurance companies reasonable diligence to repair and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore the Premises to the condition in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered by reason of such damage 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 be held by any escrow agent which is reasonably acceptable to Landlord excluding Alterations and Tenant’s Property); and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in no event shall Landlord be required to spend more than the event that insurance proceeds received by Landlord which is allocable to the Premises, and (B) Tenant believes that shall commence and proceed with reasonable diligence to repair and restore the Premises (including Alterations and Tenant’s Property) to a substantially similar condition as existed prior to the casualty, and otherwise in accordance with the terms and conditions of this Lease. All proceeds of insurance carried by Tenant covering the Alterations and Tenant’s Property shall belong to and be payable to Tenant. If this Lease is terminated by Landlord or Tenant pursuant to this Article 11 or pursuant to any other Section hereof, or if Tenant does not repair and refixture the Premises pursuant to this Section 11.1, the proceeds covering the Alterations shall belong to and be payable to Landlord, and any such proceeds received by Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings paid by Tenant upon to Landlord. None of the completion Landlord Related Parties shall be liable for any loss or damage to Tenant’s Property or to the business of such repairs Tenant resulting in any way from the fire or restorationother casualty or from the repair and restoration of the damage.

Damage. (a) If at any time prior to expiration of this Sublease, the Subleased Premises are wholly or partially damaged, destroyed or rendered inaccessible by a risk fully covered (excluding deductibles) by insurance maintained by Landlord or for Landlord's benefit, and the Subtenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all or a substantial portion of the Subleased Premises, then, Subtenant shall give Sublandlord notice which Sublandlord shall transmit to Landlord. Within the later of twenty (20) days after Subtenant's notice or forty-five (45) days after the damage or destruction, Sublandlord shall give Subtenant notice of Landlord's reasonable determination that the Subleased 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 Subleased Premises can be so restored within one (1) year, (i) this sublease shall remain in full force, (ii) rent shall be abated proportionally for such portion of the Subleased Premises as is inaccessible or unusable, to the extent rent is abated under the Lease, and (iii) Landlord shall proceed diligently to repair the damage or destruction, including all Tenant improvements, using materials of at least the quality used in the original construction of the Complex, Premises and Tenant Improvements with a minimum of interference in Subtenant's normal operations. If, in Sublandlord's sole but reasonable judgment, Landlord shall not have performed any of the improvements or buildingsabove obligations in strict compliance therewith, including any parking garage on then Sublandlord may, but shall not be required to, undertake such obligations at Landlord's expense. (2) If Landlord determines that the Subleased Premises shall cannot be damaged or destroyed by fire or other casualtyso restored within one (1) year, Tenantthen Subtenant may, at Tenantits option, request Sublandlord to exercise its rights to terminate the Lease with respect to the Subleased Premises, which Sublandlord agrees to do. (b) If any time prior to expiration or termination of this Sublease, the Subleased Premises are wholly or partially damaged, destroyed or rendered inaccessible by a risk not fully covered (excluding deductibles) by insurance maintained by Landlord or for Landlord's sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceedsbenefit, and repairthe Subtenant is unable, rebuild in its sole but reasonable discretion, to carry on its normal operations in all or replace such improvementsa substantial portion of the Subleased Premises, buildingsthen Subtenant shall give Sublandlord notice which Sublandlord shall transmit to Landlord. Promptly following receipt of notice from Landlord, or parking garage, so as Sublandlord shall give Subtenant notice informing Subtenant whether Landlord intends to restore the Premises to the condition in which they were immediately prior to repair such damage or destruction. The net proceeds of any insurance recovered by reason of , and if so, whether such damage or destruction can 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 elects to repair and such damage or destruction can be fully restored within one (1) year, (i) this Sublease shall remain in excess full force, (ii) rent shall be abated proportionally for such portion of the cost of adjusting Subleased Premises as is inaccessible or unusable to the insurance claim and collecting extent rent is abated under the insurance proceeds Lease, (such excess being referred iii) Landlord shall proceed diligently to herein as repair the "Net Insurance Proceeds") shall be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such damage or destruction, including all Tenant improvements, buildings or garageusing materials of at least the quality used in the original construction of the Complex, Demised Premises and Tenant Improvements with a minimum of interference in Subtenant's normal operations. Such Net Insurance Proceeds If, in Subtenant's sole but reasonable judgment, Landlord shall not have performed any of the above obligations in strict compliance therewith, then Sublandlord may, but shall not be released to Tenantrequired to, or to Tenant's contractors, from time to time as the work progresses, pursuant to undertake such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and obligations at Landlord's Mortgagee expense. (if any)2) If Landlord does not elect to repair or determines that the Subleased Premises cannot be so restored within one (1) year, includingthen Subtenant may, without limitationat its option, lien waivers from each of request Sublandlord to exercise its right to terminate the contractors, subcontractors, materialmen and suppliers performing Lease with respect to the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Subleased Premises, Tenant shall be obligated which Sublandlord agrees to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationdo.

Damage. If any Tenant has inspected the Premises and acknowledges that they are in good condition at the commencement of this Agreement, except as otherwise indicated on the Property Condition Report. Tenant shall maintain the Premises in a clean and orderly condition, including but not limited to appliances, plumbing, floor covers, and all personal property provided by Lessor, throughout the term of the improvements or buildings, including any parking garage on Lease Agreement and upon surrendering the Premises shall be damaged to Lessor. Tenant will bear the cost of any cleaning or destroyed repair performed by fire or other casualty, Tenant, at Tenant's sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as Lessor to restore the Premises premises to the condition in which they were immediately prior indicated on the Property Condition Report, except for wear resulting from ordinary use of the Premises. Tenant is responsible for rent lost by Lessor while performing repairs and/or cleaning because of Tenant’s failure to such comply with the foregoing. Tenant understands and agrees that any damage caused by or destructionrelated to cigarette/pipe/cigar smoking or any tobacco product use, or use of candles, incense, or oil lamps, or burning of any other product (except for proper use of Lessor installed fireplaces), shall not constitute wear resulting from ordinary use of the Premises. The net proceeds of any insurance recovered by reason cost of such damage 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") repair, which shall be held borne by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as may include the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore following: deodorizing the Premises, cleaning of drapes and blinds, sealing and painting of walls and ceiling, and cleaning repairing or replacing of carpeting or padding. It is the responsibility of Tenant to maintain all smoke detection devices, including replacement of any batteries. Tenant shall not tamper with, remove batteries, or otherwise disable any smoke detection devices. Any Tenant failing to comply can be obligated fined up to pay such deficiency and the amount of any such deductible$200.00 in accordance with Washington law. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, It is agreed that in the event that Tenant believes that Tenant shall be able to restore Lessor may enter the Premises to inspect it, to make alterations or repairs or to show it for an amount less than lease or sale at all reasonable times and, except in emergencies, on 48 hours notice to Tenant. It is agreed the Net Insurance Proceeds available in connection therewithLessor may enter Property to show it for lease or sale at all reasonable times and on 24 hours notice to Tenant with permission from Tenant, which Tenant shall notify Landlord prior agrees to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationrefuse to grant.

Damage. 28.2.1. If any all or, in Xxxxxxxx's opinion a significant portion, of the improvements Demised Premises or buildings, including any parking garage on of the Premises Shopping Center shall be damaged or destroyed by fire or other casualty, Tenantthen Landlord shall have the right, at Tenantits sole option, to terminate this Lease by giving written notice of such termination to Tenant within sixty (60) days following the occurrence of such fire or other casualty, and this Lease shall then terminate immediately upon Landlord's sole cost giving Tenant written notice of such termination. In the event of such termination of this Lease, Landlord and expenseTenant shall be relieved from any and all further liability or obligation hereunder, but shall promptly not be relieved from any liability or obligation that arose prior to such termination. Tenant hereby waives any all rights to terminate this Lease that it may have by reason of damage to the Demised Premises by fire or other casualty, pursuant to any presently existing or hereafter enacted statute or pursuant to any other law. 28.2.2. If all or any portion of the Demised Premises is damaged by fire or other casualty insured under Landlord's fire insurance policy, and diligently proceed to adjust the loss this Lease if not terminated in accordance with the provisions of Section 28.2.1, above, then Landlord shall within one hundred twenty (120) days after such damage occurs (except for taking into account the time necessary to effectuate a satisfactory settlement with any insurance companies and arrange for company which may delay Landlord's commencing of the disbursement of insurance proceeds, and repair, repair or rebuild) repair or rebuild the Demised Premises or replace such improvements, buildings, or parking garage, so as portion thereof to restore the Premises to the its condition in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered by reason of such damage 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 be held by any escrow agent which is reasonably acceptable to Landlord and Tenantoccurrence; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in no event shall Landlord be obligated to expend in such repair or rebuilding any sums in excess of the proceeds of any insurance policy actually paid in hand to Landlord (including insurance proceeds released for such purposes by holders of mortgages encumbering the Demised Premises, it being understood that Landlord shall not be required to rebuild as aforesaid unless such holders of mortgages make such proceeds available). Notwithstanding any other provision of this Lease, nothing contained herein shall be deemed to require Landlord, and in no event that Tenant believes that shall Landlord be required to repair, restore or rebuild any part or portions of the Demised Premises, or of Tenant's fixtures, equipment or appurtenances therein, constituting a part of Tenant's Work as defined in Section 3.2 hereof. 28.2.3. The Minimum Rent shall be abated proportionately based on the extent to which Xxxxxx's use of the Demised Premises is impaired during the period of any damage, repair or restoration provided for in this Section 28.2. Tenant shall be able continue the operation of its business on the Demised Premises during any such period to restore the Premises for an amount less than extent reasonably practicable from the Net Insurance Proceeds available in connection therewithstandpoint of prudent business management and any obligation of Tenant under the Lease Minimum Rent hereinabove provided, Tenant shall notify Landlord prior not be entitled to commencement any compensation or damage for loss in the use of such the whole or any part of the Demised Premises and/or any inconvenience or annoyance occasioned by any damage, destruction, repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restoration.

Damage. If any of the building or other improvements or buildings, including any parking garage on the ------ Premises shall be damaged or destroyed by fire or other casualty, TenantLESSEE and the Leasehold Mortgagee, at Tenant's LESSEE'S sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and to the extent of the insurance proceeds paid plus (i) the amount of any "deductible," and (ii) the amount which LESSEE has elected to self-insure under Section 12.05, repair, rebuild or replace such improvements, buildings, or the parking garage, and other improvements, so as to restore the Premises to the condition in which they were immediately prior to such damage or destructionPremises. The net proceeds of any insurance recovered by reason of such damage 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 shall, if such Net Insurance Proceeds exceeds Five Million and No/Dollars ($5,000,000.00), be held by the Leasehold Mortgagee (provided that such Leasehold Mortgagee is a bank, savings association, insurance company or other similar institutional lender having capital surplus and undivided profits of at least $50,000,000.00; herein called "Institutional Lender"), or, if no Institutional Lender then holds a mortgage lien, or deed to secure debt on LESSEE'S Leasehold interest in the Premises, by any escrow agent which is reasonably acceptable to Landlord LESSOR and TenantLESSEE and the Leasehold Mortgagee, if any; and the Net Insurance Proceeds shall be released for the purpose of paying the fair and reasonable cost of restoring such improvements, buildings or garagethe building and other improvements on the Premises. Such Net Insurance Proceeds shall be released to TenantLESSEE, or to Tenant's LESSEE'S contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant LESSEE and Landlord and Landlord's LESSEE'S Leasehold Mortgagee (if anythe mortgagee so requires), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds are less than Five Million Dollars (less any applicable deductible) are insufficient to restore the Premises$5,000,000.00), Tenant shall such Net Insurance Proceeds may be obligated held by LESSEE or LESSEE'S Leasehold Mortgagee and used by LESSEE or LESSEE'S Leasehold Mortgagee to pay the fair and reasonable cost of restoring such deficiency building and the amount of any such deductibleother improvements. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements building or parking garageother improvements, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in LESSEE or retained by the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant insurance carrier upon the completion of such repairs repair, rebuilding or restorationreplacement.

Damage. If Except as hereinafter set forth, in the event the Premises or the Building is damaged from any cause, Landlord shall forthwith repair such damage and this Lease shall remain in full force and effect. Provided such damage was not caused by Tenant’s, or by its agents, employees, contractors, invitees or licensees, negligent or willful act, Tenant shall be entitled to a proportionate reduction of Rent while such repairs are being made in an amount not to exceed the applicable rental interruption insurance proceeds received by Landlord, and that is in the same proportion to the Rent as the rentable area of the improvements or buildings, including any parking garage on portion of the Premises shall be so damaged or destroyed by fire or other casualty, Tenant, at Tenant's sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore the Premises is unusable bears to the condition in which they were immediately prior to such damage or destructiontotal rentable area of the Premises. The net proceeds of any insurance recovered by reason of such damage or destruction in excess of In the event the cost of adjusting repairing such damage is not covered by Landlord’s insurance, or in the insurance claim and collecting event the cost of repairs exceeds the insurance proceeds (payable, Landlord may elect, at its option, not to make such excess being referred repairs, in which event this Lease may be terminated at the option of either party upon the giving of notice and without liability to herein the other party. In the event the Premises are rendered untenantable for more than 360 days as a result of any such damage, Landlord or Tenant may elect to terminate this Lease provided notice thereof is given to the "Net Insurance Proceeds") other party hereto within 30 days following the date such party is notified that such damage may not be repaired within said 360 day period. Landlord shall under no circumstances be held by required to repair any escrow agent which is reasonably acceptable damage to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose property of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to any improvements installed in, on or about the Premises by Tenant's contractors. Tenant hereby specifically waives the provisions of Section 1932, from time to time as the work progressesSubdivision 2 and Section 1933, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any)Subdivision 4, including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing California Civil Code. In the work. If event the Net Insurance Proceeds Building is damaged to the extent of more than twenty percent (less any applicable deductible20%) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount then replacement cost thereof) exceed , Landlord may elect to terminate this Lease, whether the full cost Premises are damaged or not and without liability to Tenant. A total destruction of the repair, rebuilding Building shall terminate this Lease without liability to Landlord or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restoration.

Damage. If the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of the Premises are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises or any portion of the Building that materially adversely affects Tenant’s access to or use of 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 improvements or buildingsforegoing, including any parking garage on a “Taking”), then unless this Lease is terminated in accordance with Section 14.2 below, Landlord shall restore the Building and the portions of the Premises shall be damaged constituting Landlord-Insured Improvements to substantially the same condition as existed immediately following completion of Landlord’s Work, or destroyed by fire 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. In the event that neither party terminates this Lease pursuant to Section 14.2 below, then, subject to rights of the holders of any mortgages, the lessors under any ground leases or other casualtythe Air Rights Lease, TenantTenant Delays, at Tenant's sole cost Legal Requirements then in existence and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange delays for the disbursement adjustment of insurance proceedsproceeds or Taking awards, as the case may be, and repairinstances of Force Majeure, rebuild or replace Landlord shall commence such improvementsrestoration promptly receipt of all required permits therefor. Upon substantial completion of such restoration by Landlord, buildings, or parking garage, so as Tenant shall use diligent efforts to restore complete restoration of the Premises to substantially the same condition in which they were as existed immediately prior to such damage Casualty or destruction. The net proceeds of any insurance recovered by reason of such damage or destruction in excess of the cost of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred to herein Taking, as the "Net Insurance Proceeds") shall be held by any escrow agent which is case may be, as soon as reasonably acceptable to Landlord and Tenant; and possible in accordance with the Net Insurance Proceeds shall be released for the purpose terms of paying the cost of restoring such improvementsArticle IX, buildings or garage. Such Net Insurance Proceeds shall be released to Tenantand, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, release to Tenant for Tenant’s restoration of the Premises any insurance proceeds if and to the extent received by Landlord from Tenant’s insurer under Tenant’s Property Insurance. Landlord and Tenant agree to cooperate with each other in such manner as a party may reasonably request to assist such party 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 greater of (a) Five Million Dollars ($5,000,000.00) (“Landlord’s Casualty Contribution”) and (b) the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not unreasonably withhold its consent paid over to the holder of any mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. Except as Landlord may elect pursuant to this Section 14.1, under no circumstances shall Landlord be required to repair any damage to, an agreement for the retention of such cost savings by Tenant upon the completion of such or make any repairs to or restorationreplacements of, any Tenant-Insured Improvements.

Damage. If any of the improvements or buildings, including any parking garage on the Premises shall be are damaged or destroyed by fire or other casualtycause covered by Landlord’s policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, all damage to the structural portions of the building required to be maintained by Landlord pursuant to this Lease shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall xxxxx pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, at Tenant's sole cost and expenseits employees, agents, contractors, visitors or licensees, then all rentals shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange be payable by Tenant during such period. Due allowance shall be made for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore the Premises to the condition in reasonable delay which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered may arise by reason of such damage or destruction in excess adjustment of fire insurance on the cost part of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred to herein as the "Net Insurance Proceeds") shall be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to 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's contractors, within sixty (60) days from time the date of such damage, notice in writing of its intention to time as cancel this Lease, whereupon the work progressesterm of this Lease shall cease and terminate upon the third day after such notice is given, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency vacate the Premises and surrender the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid same to Landlord, providedbut in none of the certain contingencies in this Article 10 mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any period during which the occupation of said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, howeverLandlord shall not be responsible for consequential damages, that lost profits or any damage to Tenant’s personal property. If Landlord does not elect to terminate this Lease as provided above, Landlord shall proceed in a commercially reasonable manner to repair the event that Tenant believes that Tenant shall be able portions of the Premises which Landlord is required to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewithaccordance with this Article 10 and, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationrepairs, Tenant shall use diligent and commercially reasonable efforts to repair the portions of the Premises which are the responsibility of Tenant to insure under this Lease.

Damage. If any of Except as otherwise provided in this Sublease, if the improvements or buildings, including any parking garage located on the Premises shall be are damaged or destroyed and such damage was caused by fire or other casualtyperil covered by HEART OF LA’s insurance, TenantHEART OF LA agrees to repair such damage to the extent set forth in this Section, and this Sublease shall continue in full force and effect. If (1) such improvements are damaged as the result of any cause other than perils covered by HEART OF LA’s insurance, or (2) during the last twenty (20) years of the Term of this Sublease such improvements are damaged as the result of fire or other perils covered by HEART OF LA’s insurance, and the cost to repair such damages (as determined by HEART OF LA 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 Sublease such improvements are damaged as a result of fire or other peril covered by HEART OF LA’s insurance, and the cost to repair such damage (as determined by HEART OF LA in good faith) shall exceed fifteen percent (15%) of the full replacement cost of the improvements, then HEART OF LA may, at Tenant's HEART OF LA’s option, either (i) repair such damage as soon as reasonably practicable at HEART OF LA’s sole cost and expense, in which event this Sublease shall promptly continue in full force and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildingseffect, or parking garage, so as (ii) give written notice to restore HOLA within ninety (90) days after the Premises to the condition in which they were immediately prior to such damage or destruction. The net proceeds date of any insurance recovered by reason occurrence of such damage or destruction in excess of the cost of adjusting the insurance claim HEART OF LA’s intention to cancel and collecting the insurance proceeds terminate this Sublease thirty (30) days after written notice ofthe intention to cancel and terminate. Upon such excess being referred to herein as the "Net Insurance Proceeds") shall be held termination, HEART OF LA shall, if requested by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvementsHOLA, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement complete demolition of the damaged buildings Center or other damaged improvement. Notwithstanding the foregoing, while any Leasehold Mortgage remains outstanding, the use of insurance proceeds following a casualty and the determination to replace any damaged improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid governed by the Leasehold Mortgage and any documents related to Landlordsuch Leasehold Mortgage. Notwithstanding the foregoing, providedwhile any Leasehold Mortgage remains outstanding, however, that in the event that Tenant believes that Tenant use of insurance proceeds following a casualty and the determination to replace any damaged improvements shall be able governed by the Leasehold Mortgage and any documents related to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationLeasehold Mortgage.

Damage. If any of the improvements Landlord temporarily fails or buildings, including is temporarily unable to provide ------ any parking garage on the Premises shall be damaged or destroyed by space to Tenant pursuant to Paragraph 1 above because of fire or other casualtydamage or because of any condemnation, Tenant, at Tenant's sole cost and expense, such failure or inability shall promptly and diligently proceed not be deemed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so be a default by Landlord as to restore permit Tenant to terminate this Lease; nor shall such event permit any abatement of rentals as long as Landlord provides reasonably acceptable substitute parking within ten (10) days after, as applicable (the Premises to the condition in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered by reason of such damage or destruction in excess of the cost of adjusting the insurance claim and collecting the insurance proceeds (such excess applicable alternative being referred to herein as a "Parking Rights Event"): (i) the "Net Insurance Proceeds"date of the damage or condemnation taking, if such action makes parking obviously impossible (e.g., a fire where the entire garage is destroyed), or (ii) shall be held by any escrow agent which is reasonably acceptable if the damage or condemnation does not make parking impossible but nevertheless prevents Tenant from exercising its parking rights pursuant to Landlord and Tenant; and this Exhibit, the Net Insurance Proceeds shall be released for the purpose date of paying the cost Landlord's receipt of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to a written notice from Tenant, or labeled "URGENT/IMMEDIATE ACTION REQUIRED" in all capital letters, alerting Landlord to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be lack of parking spaces. If reasonably acceptable substitute parking (or the originally designated parking, as described in Paragraph 1 above) is not made available to Tenant within such 10-day period after the Parking Rights Event, then notwithstanding any provision of this Lease to the contrary, and as Tenant's sole remedy and relief, Tenant's Base Rental and Tenant's share of Operating Expenses under this Lease will be equitably reduced to account for such unavailability as of the eleventh (11th) day and shall continue so reduced until reasonably acceptable substitute parking (or the originally designated parking, as described in Paragraph 1 above) has been made available. In the event that Landlord and Landlord's Mortgagee Tenant disagree as to either (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds i) whether Landlord has provided reasonably acceptable substitute parking or (less any applicable deductibleii) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any equitable reduction in Tenant's Base Rental and Tenant's share of Operating Expenses (either such deductibledisagreement being referred to herein as a "Parking Rights Dispute"), then in either such event either Landlord or Tenant may, at its option and upon written notice to the other party, elect to have such Parking Rights Dispute resolved by arbitration conducted in Dallas County, Texas, under the procedures set forth below. First, the party desiring that such Parking Rights Dispute be arbitrated (the "Originator") shall give written notice to that effect to the other party (the "Recipient"), specifying in its notice the name and address of the person designated to act as arbitrator on behalf of the Originator (which arbitrator must be an independent certified public accountant with at least five years of experience in consulting with landlords or tenants in commercial real estate matters and must not be affiliated with, or otherwise engaged in a business relationship with, either party to the arbitration). Within five (5) business days after the Recipient's receipt of such notice from the Originator, the Recipient may give written notice to the Originator specifying the name and address of the person designated by the Recipient to act as arbitrator (the second arbitrator) on its behalf (which arbitrator must also be an independent certified public accountant with at least five years of experience in consulting with landlords or tenants in commercial real estate matters and must not be affiliated with, or otherwise engaged in a business relationship with, either party to the arbitration). If the Net Insurance Proceeds Recipient fails to notify the first party of the appointment of its arbitrator within the 5-business day time period specified above, or if within twenty (20) days after the second arbitrator is appointed, the two arbitrators have not reached a joint decision as to the Parking Rights Dispute presented to them for resolution, the Parking Rights Dispute shall be submitted to the American Arbitration Association (or the successor thereof should the American Arbitration Association be dissolved or restructured); and regardless of whether the amount thereofarbitration is conducted privately (i.e., two arbitrators selected by the parties) exceed or under the full cost auspices of the repairAmerican Arbitration Association (or its successor), rebuilding such arbitration shall be conducted in accordance with the arbitration rules for the real estate industry of that Association (or replacement its successor). To the extent that legal questions are considered, the arbitrator(s) shall apply the law of the damaged buildings improvements or parking garage, then the amount State of such excess Net Insurance Proceeds Texas. The arbitration award shall be paid to Landlordbinding upon both parties and, if not honored by a party, shall be the basis for a judgment entered in any court of competent jurisdiction. The arbitration award shall also designate which party should bear the expense of the arbitration (excluding attorneys fees, with each party hereby agreeing that it must pay its own legal fees); provided, however, that it is hereby agreed as a general instruction to the arbitrator(s) that all expenses of the arbitration, other than a party's legal fees and the other the fees and expenses incurred by the respective parties in preparing for and presenting their arguments to the event that Tenant believes that Tenant arbitrator(s), shall be able to restore shared equally between Landlord and Tenant unless the Premises for an amount less than arbitration award specifies a winning party and a losing party and further specifies and directs that the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for losing party should pay the retention of such cost savings by Tenant upon the completion of such repairs or restorationarbitration expenses.

Damage. If Risk of loss up to and including the Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any damage to any Site, describing such damage, stating whether such damage and loss of rents is covered by insurance and the improvements estimated cost of repairing such damage. In the event of any “material damage” (described below) to any Site, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make its election): (a) terminate this Agreement and the Xxxxxxx Money shall be immediately returned to Buyer; or buildings(b) proceed under this Agreement, receive any insurance proceeds (including any parking garage rent loss insurance applicable to any period on and after the Premises shall be damaged or destroyed by fire or other casualty, Tenant, at Tenant's sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so Closing Date) due Seller as to restore the Premises to the condition in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered by reason a result of such damage 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 be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductiblesums expended by Seller to make repairs or restoration, and net of all other expenses incurred by Seller relating to such damage, including costs of collecting such awards or payments) are insufficient to restore the Premisesand receive a credit at Closing for any deductible amount under said insurance policies, Tenant shall be obligated to pay such deficiency and together with the amount of any uninsured repair costs. If Buyer fails to timely make such deductibleelection, Buyer shall be deemed to have elected (a) above. If Buyer elects (b) above, Buyer may extend the Closing Date for the Property for up to an additional thirty (30) day period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Net Insurance Proceeds applicable Site is not materially (regardless of i) Buyer shall not have the amount thereofright to terminate this Agreement in whole or in part pursuant to this Section 3.2; and (ii) exceed at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount Closing Date) due Seller as a result of such excess Net Insurance Proceeds shall be paid damage (less any sums expended by Seller to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such make repairs or restoration, and net of all other expenses incurred by Seller relating to such damage, including costs of collecting such awards or payments) and receive a credit at Closing for any deductible amount under said insurance policies. “Material damage” and “materially damaged” means, with respect to each Site, damage: (x) which exceeds Five Hundred Thousand Dollars ($500,000) to repair; (y) that entitles tenants leasing, in the aggregate, more than ten percent (10%) of such Site to terminate its Lease; or (z) that is not fully covered by insurance proceeds, unless Seller provides Buyer with a credit at Closing equal to the uninsured repair costs. Seller has advised Buyer that the Paseo I and Paseo II Sites were damaged by hail (the “Paseo Damage”). Seller shall use commercially reasonable efforts to repair the Paseo Damage prior to Closing and if Seller fails to complete the repair of the Paseo Damage on or prior to the Closing Date, the provisions of this Section 3.2 shall be applicable to the Paseo Damage.

Damage. If the Premises or the Building is damaged from any cause covered by Landlord's standard fire and extended coverage insurance, Landlord will forthwith repair such damage provided the cost of repair does not exceed the insurance proceeds and provided further such repairs can be made within sixty (60) days after such damage occurs. This Lease will remain in full force and effect during the period such repairs are being made. Such damage will not in any way void or render voidable this Lease or any provision hereof, and provided such damage was not caused by Tenant's negligent or willful act, Tenant will be entitled to a proportionate reduction of Rent while such repairs are being made in an amount that is in the same proportion to the Rent as the rentable area of the improvements portion of the Premises so damaged bears to the total rentable area of the Premises. If such damage was caused by any risk not covered by Landlord's insurance, or buildingsif the cost of repairs exceeds the insurance proceeds payable, including Landlord may, at its option, make such repairs, provided the repairs can be made within sixty (60) days after such damage occurs, and, in such event, this Lease will remain in full force and effect and will be neither void nor voidable, but Tenant will be entitled to a proportionate reduction of Rent while such repairs are being made in an amount that is in the same proportion to the Rent as the rentable area of the portion of the Premises so damaged bears to the total rentable area of the Premises. If Landlord elects not to make repairs it is not obligated to make, or if such repairs cannot be made within the 60-day period, this Lease may be terminated by either party upon notice and without liability to the other party. If either Landlord or Tenant gives notice of termination as provided herein, this Lease and all interests of Tenant in the Premises will terminate on the date specified in the notice. Landlord will under no circumstances be required to repair any parking garage damage by fire or any other cause, whether of a similar or dissimilar nature, to the property of Tenant. Tenant hereby specifically waives the provisions of Section 1932, Subdivision 2 and Section 1933, Subdivision 4, of the California Civil Code. In the event the Building is damaged to the extent of more than twenty percent (20%) of the then replacement cost thereof, Landlord (or Tenant if Tenant will be unable to conduct its business on the Premises shall be for more than sixty (60) consecutive days) may elect to terminate this Lease, whether the Premises are damaged or destroyed by fire or other casualty, not and without liability to Tenant, at Tenant's sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement . A total destruction of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore the Premises to the condition in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered by reason of such damage 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 be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released Building will terminate this Lease without liability to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restoration.

Damage. If any of the improvements or buildings13.1.1 Subject to terms and conditions hereof, including any parking garage on if the Premises shall be or the Building are totally or partially damaged or destroyed by fire or other casualtyfrom any cause, Tenant, at Tenant's sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore thereby rendering the Premises totally or partially inaccessible or untenantable, Landlord shall diligently (taking into account the time necessary to effectuate a satisfactory settlement with any insurance company involved) restore and repair (i) the Building to substantially the same condition it was in which they were immediately prior to such damage or destruction. The net proceeds , and (ii) the Original Premises, Fifth Floor Must-Take Space, Fixed Date Expansion Option Space, Unilateral Expansion Space, Identified ROFR Space and Tenanted Space leased by Tenant pursuant to the terms of any insurance recovered by reason this Lease, to substantially the same condition that each such portion of the Premises was in on the date that Landlord delivered possession thereof to Tenant. 13.1.2 Within ninety (90) days after the occurrence of such damage or destruction (the “Determination Period”), Landlord will provide Tenant, in excess writing (the “Restoration Notice”), with a good faith written estimate (based on the restoration period estimated by a third party architect, general contractor or similar professional) of the cost date by which the repairs and restoration will be completed, including the time needed for removal of debris, preparation of plans, bidding of contracts, and issuance of all required governmental permits. 13.1.3 If, as set forth in the Restoration Notice, the repairs and restoration to be performed by Landlord pursuant to Section 13.1.1 above cannot be completed within two (2) years following the occurrence of such damage or destruction, including the time needed for removal of debris, preparation of plans, bidding of contracts, and issuance of all required governmental permits, Landlord and Tenant shall each have the right to terminate this Lease by giving written notice to the other party at any time within thirty (30) days following expiration of the Determination Period, which termination shall be effective as of the date such party delivers notice of its election to terminate the Lease, and all liabilities and obligations. Base Rent and all Additional Rent otherwise to come due hereunder shall be abated from the date of the casualty in the same proportion as the untenantable portion of the Premises bears to the whole thereof through the date on which Landlord substantially completes the repairs and restoration to be performed by Landlord pursuant to Section 13.1. 1. If neither party terminates the Lease pursuant to the terms hereof, Landlord shall, promptly after adjusting the insurance claim and collecting obtaining governmental approvals for reconstruction, commence and diligently prosecute to completion the insurance proceeds (such excess being referred to herein as the "Net Insurance Proceeds") shall be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, restoration pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee Section 13.1.1 above within the aforementioned two (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible2) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationyear period.

Damage. If any of the improvements or buildings, including any parking garage on the Premises shall be are damaged or destroyed by fire or other casualtycause covered by Landlord's policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, all damage to the structural portions of the Building required to be maintained by Landlord pursuant to this Lease shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall xxxxx pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, at Tenant's sole cost and expenseits clients, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceedsinvitees, and repairlicensees, rebuild or replace such improvementsagents, buildingscontractors, or parking garageemployees, so as to restore the Premises to the condition in then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered may arise by reason of such damage or destruction in excess adjustment of fire insurance on the cost part of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred to herein as the "Net Insurance Proceeds") shall be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to and/or Tenant, and for delay on account of "labor troubles" or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and any other cause beyond Landlord's Mortgagee 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 (if any)60) days from the date of such damage, includingnotice in writing of its intention to cancel this Lease, without limitationwhereupon the term of this Lease shall cease and terminate upon the third day after such notice is given, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency vacate the Premises and surrender the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid same to Landlord, providedbut in neither of the certain contingencies in this Section mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any period during which the occupation of said Premises by Tenant may not be possible because of the matters hereinabove stated. If Landlord does not elect to terminate this Lease as provided above, however, that Landlord shall proceed in a commercially reasonable manner to repair the event that Tenant believes that Tenant shall be able portions of the Premises which Landlord is required to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewithaccordance with this Section and, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationrepairs, Tenant shall use diligent and commercially reasonable efforts to repair the portions of the Premises which are the responsibility of Tenant to insure under this Lease.

Damage. If any Tenant will inspect the Premises and acknowledge that it is in good condition at the commencement of this Agreement, except as otherwise indicated on the Property Condition Report. Tenant shall maintain the Premises in a clean and orderly condition, including but not limited to appliances, plumbing, floor covers, and all personal property provided by Lessor, throughout the term of the improvements or buildings, including any parking garage on Lease Agreement and upon surrendering the Premises shall be damaged to Lessor. Tenant will bear the cost of any cleaning or destroyed repair performed by fire or other casualty, Tenant, at Tenant's sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as Lessor to restore the Premises premises to the condition in which they were immediately prior indicated on the attached Property Condition Report, except for wear resulting from ordinary use of the Premises. Tenant is responsible for rent lost by Lessor while performing repairs and/or cleaning because of failure to such comply with the foregoing. Tenant understands and agrees that any damage caused by or destructionrelated to cigarette/pipe/cigar smoking or any tobacco product use, or use of candles, incense, or oil lamps, or burning of any other product (except for proper use of Lessor installed fireplaces), shall not constitute wear resulting from ordinary use of the Premises. The net proceeds of any insurance recovered by reason cost of such damage 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") repair, which shall be held borne by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as may include the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore following: deodorizing the Premises, cleaning of drapes and blinds, sealing and painting of walls and ceiling, and cleaning repairing or replacing of carpeting or padding. It is the responsibility of Tenant to maintain all smoke detection devices, including replacement of any batteries. Tenant shall not tamper with, remove batteries, or otherwise disable any smoke detection devices. Any Tenant failing to comply can be obligated fined up to pay such deficiency and the amount of any such deductible$200.00 in accordance with Washington law. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, It is agreed that in the event that Tenant believes that Tenant shall be able to restore Lessor may enter the Premises to inspect it, to make alterations or repairs or to show it for an amount less than lease or sale at all reasonable times and, except in emergencies, on 48 hours notice to Tenant. It is agreed the Net Insurance Proceeds available in connection therewithLessor may enter Property to show it for lease or sale at all reasonable times and on 24 hours notice to Tenant with permission from Tenant, which Tenant shall notify Landlord prior agrees to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationrefuse to grant.

Damage. If (a) If, prior to Closing, the Improvements or any of the improvements portions thereof are totally or buildings, including any parking garage on the Premises shall be partially damaged or destroyed by fire or other casualty and are not expected to be repaired or restored prior to Closing, such Seller shall give to Buyer, within five (5) days after the occurrence of such damage, written notice that such damage has occurred and whether Seller is insured against the casualty causing such damage. (b) If Seller is so insured and the proceeds of insurance are sufficient to cover the damage (or if Seller elects, in its sole discretion, to cover any uninsured damages) and if such proceeds of insurance are assignable to Buyer, this transaction shall proceed, and insurance proceeds from insurance policies held and maintained by Seller and payable as a result of such damage shall be assigned to Buyer on the Closing Date, in which event the Purchase Price shall be reduced by a sum equal to the applicable deductible amount, if any, under any such insurance policy, together with a sum equal to the cost to repair or restore any uninsured damages that Seller may elect to cover as permitted above that have not, as of Closing, been paid by Seller. Each party shall have the right to extend the Closing Date for up to sixty (60) days to permit Seller and Buyer to exercise its rights and perform its obligations as set forth in this Article XVI. (c) If any Seller is not so insured (or does not elect to cover any uninsured damages), Buyer shall have the right, exercisable by written notice given to the Sellers within fifteen (15) days after Seller’s notice described in Section 16.1(a) above is delivered to Buyer, to terminate this Agreement, in which event the provisions of Article XIX below shall apply. (d) No Seller shall adjust or settle any claim for insurance proceeds without the prior written approval of Buyer. 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, Tenantas determined by a contractor selected by Seller and reasonably acceptable to Buyer, at Tenant's sole cost exceeds Two Hundred Fifty Thousand and expense00/100 Dollars ($250,000.00) per Property, then Buyer shall promptly and diligently proceed have the right, exercisable by delivering written notice to adjust Seller within thirty (30) days following the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore the Premises date that either party delivers written notice to the condition in which they were immediately prior other that Buyer has the right to such damage or destruction. The net proceeds of any insurance recovered terminate this Agreement by reason of such damage or destruction in excess the existence of either of the cost conditions set forth in this Section 16.1(e), to terminate this Agreement, in which event the provisions of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred Article XIX below shall apply. If Buyer does not elect to herein terminate this Agreement as the "Net Insurance Proceeds") provided in this Section 16.1(e), then Buyer shall be held by any escrow agent which is reasonably acceptable deemed to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold have waived its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationtermination right hereunder.

Damage. (a) If the Premises are damaged by fire or other cause covered by Landlord’s policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, the damage shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall axxxx pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period, unless and solely to the extent that any abatement of rent is covered by a policy of rent loss insurance which Landlord may, at its option, then have in effect. Due allowance 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 “labor troubles” 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 events, Landlord may, at its option, cancel and terminate this Lease by giving Tenant notice in writing of its intention to cancel this Lease, whereupon the improvements or buildingsterm of this Lease shall terminate upon the thirtieth (30th) day after such notice is given, including and Tenant shall vacate the Premises and surrender the same to Landlord. In neither of the certain contingencies in this paragraph mentioned shall there be any parking garage liability on the part of Landlord to Tenant covering or in respect of any period during which the occupation of said Premises by Tenant may not be possible because of the matters hereinabove stated, nor shall Landlord be liable for any damage incurred by Tenant. Without limiting the foregoing, Landlord shall not be responsible for consequential damages, lost profits or any damage to Tenant’s personal property. (b) Notwithstanding anything to the contrary contained in this Lease, if the Premises are damaged or destroyed by fire fire, accident, the elements or other casualtycasualty (a “Casualty”) during the term, Tenant, at Tenant's sole cost and expense, Landlord shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement notify Tenant within thirty (30) days after such Casualty of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore the Premises to the condition in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered by reason of such damage or destruction in excess Landlord’s good faith estimate of the cost of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred time needed to herein as the "Net Insurance Proceeds") shall be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each undertake reconstruction of the contractors, subcontractors, materialmen and suppliers performing the workPremises. If the Net Insurance Proceeds estimated time for repairs to the Premises exceeds one hundred eighty (less any applicable deductible180) are insufficient to restore days from the Premisesdate of Casualty, Tenant shall be obligated have the right to pay terminate this Lease by giving to Landlord notice of such deficiency termination within fifteen (15) days after Landlord provides notice of such good faith estimate. In the event that Landlord or Tenant do not exercise a right of termination as provided in this Lease, Landlord shall commence to repair the damage caused by such Casualty and, thereafter, shall diligently and continuously pursue completion of such repairs, within the amount of any such deductibleestimated completion date as set forth in Landlord’s notice. If Landlord fails to so complete the Net Insurance Proceeds repairs to the extent sufficient to allow Tenant to reasonably use and occupy the Premises for its intended use, within the estimated completion date, Tenant shall have the right and option, as its sole and exclusive remedy upon no less than sixty (regardless of the amount thereof60) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid days prior notice to Landlord, Landlord to terminate this Lease; provided, however, that in the event that Tenant believes that Tenant if Landlord completes its repairs within said sixty (60) day period, then Tenant’s notice to terminate as aforesaid shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available null and void and this Lease shall continue in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration full force and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationeffect.

Damage. If any The risk of loss or damage to the improvements or buildings, including any parking garage on the Premises Assets and Real Estate to be sold to Buyer hereunder shall be damaged upon Seller and R/E Owner at all times prior to Closing. In the event of such loss or destroyed by fire or other casualtydamage, Tenant, at Tenant's sole cost Seller and expense, R/E Owner shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, notify Buyer thereof and repair, rebuild replace or replace restore any such improvementsAssets and Real Estate to their former condition as soon as possible after its loss and prior to the Closing Date. If damage has occurred and such repair or restoration of any such damage has not been completed prior to the Closing Date, buildingsBuyer may, at its option: a. Elect to consummate the Closing, in which event Seller and R/E Owner shall pay to Buyer the costs of such repair, replacement or parking garage, so restoration as is required to restore the Premises Asset and/or Real Estate to the its former condition and against such obligation shall assign to Buyer all of Seller's and R/E Owner's rights under any applicable insurance policies. Buyer shall, in which they were immediately prior such event, submit to such damage or destruction. The net proceeds of any insurance recovered by reason of such damage or destruction in excess Seller and R/X Xxxxx xx xtemized list 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 be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvementsrepair, buildings replacement or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the workrestoration. If the Net Insurance Proceeds parties are unable to agree upon such costs, the matter shall be referred to a qualified architect mutually acceptable to Seller and R/E Owner and Buyer whose decision as to the costs shall be final and whose fees and expenses shall be paid one-half by R/E Owner/Seller and one-half by Buyer; or b. Elect to postpone the Closing Date for a period of up to ninety (less any applicable deductible90) are insufficient days to permit Seller to make such repairs, replacement or restoration as is required to restore the PremisesAsset and/or Real Estate to its former condition. If, Tenant shall be obligated to pay such deficiency and after the amount expiration of any such deductiblethe extension period granted by Buyer, the Asset and/or Real Estate has not been adequately repaired, replaced or restored, Buyer may terminate this Agreement. If the Net Insurance Proceeds (regardless of parties disagree as to whether the amount thereof) exceed Asset has been adequately repaired, replaced or restored, the full cost of the repairmatter shall be referred to a mutually acceptable qualified expert whose decision shall be final, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds and whose fees and expenses shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration one-half by R/E Owner/Seller and opportunities for costone-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings half by Tenant upon the completion of such repairs or restorationBuyer.

Damage. If any of the improvements or buildings, including any parking garage on the Premises shall be are damaged or destroyed by fire or other casualtycause covered by Landlord’s policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, all damage to the structural portions of use building required to be maintained by Landlord pursuant to this Lease shall be repaired by and at the expense of Landlord and the Rent and all Additional Rent reserved hereunder until such repairs shall have been made shall xxxxx pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, at 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's sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repairfor delay on account of “labor troubles” or any other cause beyond Landlord’s control. If, rebuild however, the Premises are rendered wholly untenantable by fire or replace such improvementsother cause, buildings, or parking garage, so as and inadequate funds are made available to Landlord through insurance proceeds to restore the Premises to and/or the condition in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered Building, Landlord may, at its option, cancel and terminate this Lease by reason giving Tenant, within sixty (60) days from the date of such damage or destruction damage, notice in excess writing of its intention to cancel this Lease, whereupon the cost term of adjusting this Lease shall cease and terminate upon the insurance claim third day after such notice is given, and collecting the insurance proceeds (such excess being referred to herein as the "Net Insurance Proceeds") shall be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency vacate the Premises and surrender the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid same to Landlord, providedbut in none of the certain contingencies in this Article mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any period during which the occupation of said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, howeverLandlord shall not be responsible for consequential damages, that lost profits or any damage to Tenant’s personal property. If Landlord does not elect to terminate this Lease as provided above, Landlord shall proceed in a commercially reasonable manner to repair the event that Tenant believes that Tenant shall be able portions of the Premises which Landlord is required to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewithaccordance with this Article 10 and, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restorationrepairs, Tenant shall use diligent and commercially reasonable efforts to repair the portions of the Premises which are the responsibility of Tenant to insure under this Lease.

Damage. If the Premises or the Building is damaged from any caused covered by Landlord’s and/or Tenant’s insurance, Landlord will forthwith repair such damage provided the cost of repair does not exceed the improvements insurance proceeds available from the insurance carried by both parties, and provided further that such repairs can be made within ninety (90) days after such damage occurs. This Lease will remain in full force and effect during the period such repairs are being made. Such damage will not in any way void or buildingsrender voidable this Lease or any provision hereof. If such damage was caused by any risk not covered by Landlord’s or Tenant’s insurance, including any parking garage or if the cost of repairs exceeds the insurance proceeds payable from the parties, Landlord may, at its option, make such repairs, provided the repairs can be made within ninety (90) days after such damage occurs, and, in such event, this Lease will remain in full force and effect and will be neither void nor voidable. If Landlord elects not to make repairs it is not obligated to make, or if such repairs cannot be made within the 90-day period, this Lease may be terminated by either party upon notice and without liability to the other party. If either Landlord or Tenant gives notice of termination as provided herein, this Lease and all interests of Tenant in the Premises will terminate on the Premises shall date specified in the notice. Landlord will under no circumstances be damaged or destroyed required to repair any damage by fire or any other casualtycause, whether of a similar or dissimilar nature, to the property of Tenant. Tenant hereby specifically waives the provisions of Section 1932, at Tenant's sole Subdivision 2 and Section 1933, Subdivision 4, of the California Civil Code. In the event the Building is damaged to the extent of more than twenty percent (20%) of the then replacement cost and expensethereof, shall promptly and diligently proceed Landlord may elect to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceedsterminate this Lease, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore whether the Premises are damaged or not and without liability to the condition in which they were immediately prior to such damage or destructionTenant. The net proceeds of any insurance recovered by reason of such damage or A total destruction in excess of the cost Premises or of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred to herein as the "Net Insurance Proceeds") shall be held by any escrow agent which is reasonably acceptable to Building will terminate this Lease without liability of Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises, Tenant shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord, provided, however, that in the event that Tenant believes that Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify Landlord prior to commencement of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or restoration.

Damage. (a) If the Premises are damaged by fire or other cause covered by Landlord's policy of fire insurance with extended coverage or other property damage insurance carried by Landlord, the damage shall be repaired by and at the expense of Landlord and the Base Rent and Additional Rent until such repairs shall have been made shall xxxxx pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the 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 by Landlord, and for personnel 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 and Landlord shall decide not to rebuild the same, or if the entire Building be so damaged that Landlord shall decide to demolish it or not to rebuild it, then or in any of such events, Landlord may, at its option, cancel and terminate this Lease by giving Tenant notice in writing of its intention to cancel this lease, whereupon the improvements or buildingsterm of this Lease shall terminate upon the thirtieth (30th) day after such notice is given, including and Tenant shall vacate the Premises and surrender the same to Landlord. In neither of the certain contingencies in this paragraph mentioned shall there be any parking garage liability on the part of Landlord to Tenant covering or in respect of any period during which the occupation of said Premises by Tenant may not be possible because of the matters hereinabove stated, 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) Notwithstanding anything to the contrary contained in this Lease, if the Premises are damaged or destroyed by fire fire, accident, the elements or other casualtycasualty (a "Casualty") during the term, Tenant, at TenantLandlord shall notify Tenant within thirty (30) days after such Casualty of Landlord's sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such improvements, buildings, or parking garage, so as to restore the Premises to the condition in which they were immediately prior to such damage or destruction. The net proceeds of any insurance recovered by reason of such damage or destruction in excess good faith estimate of the cost of adjusting the insurance claim and collecting the insurance proceeds (such excess being referred time needed to herein as the "Net Insurance Proceeds") shall be held by any escrow agent which is reasonably acceptable to Landlord and Tenant; and the Net Insurance Proceeds shall be released for the purpose of paying the cost of restoring such improvements, buildings or garage. Such Net Insurance Proceeds shall be released to Tenant, or to Tenant's contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), including, without limitation, lien waivers from each undertake reconstruction of the contractors, subcontractors, materialmen and suppliers performing the workPremises. If the Net Insurance Proceeds estimated time for repairs to the Premises exceeds one hundred eighty (less any applicable deductible180) are insufficient to restore days from the Premisesdate of Casualty, Tenant shall be obligated have the right to pay terminate this Lease by giving to Landlord notice of such deficiency termination within fifteen (15) days after Landlord provides notice of such good faith estimate. In the event that Landlord or Tenant do not exercise a right of termination as provided in this Lease, Landlord shall commence to repair the damage caused by such Casualty and, thereafter, shall diligently and continuously pursue completion of such repairs, within the amount of any such deductibleestimated completion date as set forth in Landlord's notice. If Landlord fails to so complete the Net Insurance Proceeds repairs within the estimated completion date, Tenant shall have the right and option, as its sole and exclusive remedy upon no less than thirty (regardless of the amount thereof30) exceed the full cost of the repair, rebuilding or replacement of the damaged buildings improvements or parking garage, then the amount of such excess Net Insurance Proceeds shall be paid days prior notice to Landlord, Landlord to terminate this Lease; provided, however, that in the event that Tenant believes that any termination of this Lease by Tenant shall be able to restore the Premises for an amount less than the Net Insurance Proceeds available in connection therewith, Tenant shall notify null and void if Landlord prior to commencement substantially completes repairs within thirty (30) days after receipt of such repair or restoration with Tenant's proposals for repair or restoration and opportunities for cost-saving, and Landlord agrees that Landlord shall consider, and not unreasonably withhold its consent to, an agreement for the retention notice of such cost savings by Tenant upon the completion of such repairs or restorationtermination.