Common use of Damage Clause in Contracts

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 foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Date, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taker to substantially the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

Damage. If any of the improvements or buildings, including any parking garage on the Premises are shall be damaged in whole or part because of destroyed by fire or other insured casualty (“Casualty”)casualty, or if the Premises are subject to a taking in connection with the exercise of any power of eminent domainTenant, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Date, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taker to substantially the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s 's sole cost and expense. Subject , shall promptly and diligently proceed to rights of Mortgagees, delays caused by any of adjust the Tenant Parties, Legal Requirements then in existence loss with the insurance companies and to delays arrange for adjustment the disbursement of insurance proceeds or Taking awards, as the case may beproceeds, and instances of force majeurerepair, Landlord shall substantially complete rebuild or replace such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect improvements, buildings, or parking garage, so as to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of restore the Premises to substantially the same condition as existed in which they were immediately prior to such Casualty damage or Taking, 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 case "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 bebe reasonably acceptable to Tenant and Landlord and Landlord's Mortgagee (if any), as soon as reasonably possibleincluding, 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 agrees shall be obligated to cooperate with Landlord 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 such manner as Landlord may reasonably request the event that Tenant believes that Tenant shall be able to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects restore the Premises or the Building. In no event shall Landlord he required to expend more for an amount less than the Net (hereinafter defined) insurance proceeds Insurance Proceeds available in connection therewith, Tenant shall notify Landlord receives prior to commencement of such repair or restoration with Tenant's proposals for damage to the Premises and/or the Building repair or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to restoration and opportunities for cost-saving, and Landlord (agrees that Landlord shall consider, and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be included in Building Operating Costs Landlord’s deductible under unreasonably withhold 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 damage consent to, an agreement for the retention of such cost savings by Tenant upon the completion of such repairs or make any repairs to or replacements of, any Tenant-Insured Improvementsrestoration.

Damage. If the building or other improvements on the ------ Premises are shall be damaged in whole or part because of destroyed by fire or other insured casualty (“Casualty”)casualty, or if the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Date, or in the event of a partial Taking which affects the Building LESSEE and the PremisesLeasehold Mortgagee, 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 made by Landlord, but at Tenant’s LESSEE'S sole cost and expense. Subject , shall promptly and diligently proceed to rights adjust the loss with the insurance companies and arrange for the disbursement of Mortgageesinsurance proceeds, delays caused by any and to the extent of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of 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 Taking awardsreplace such buildings, the parking garage, and other improvements, so as to restore the Premises. 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 case may be"Net Insurance Proceeds") shall, if such Net Insurance Proceeds exceeds Five Million and instances of force majeureNo/Dollars ($5,000,000.00), Landlord shall substantially complete be held by the Leasehold Mortgagee (provided that such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction Leasehold Mortgagee is a bank, savings association, insurance company or other similar institutional lender having capital surplus and undivided profits of at least 50% of the Building$50,000,000.00; herein called "Institutional Lender"), or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor if no Institutional Lender then holds a mortgage lien, or deed to secure debt on LESSEE'S Leasehold interest in the case Premises, by any escrow agent which is reasonably acceptable to LESSOR and LESSEE and the Leasehold Mortgagee, if any; and the Net Insurance Proceeds shall be released for the purpose of restoration paying the fair and reasonable cost of restoring the building and other improvements on the Premises. Such Net Insurance Proceeds shall be released to LESSEE, or to LESSEE'S contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to LESSEE and LESSEE'S Leasehold Mortgagee (if the mortgagee so requires), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds are less than 50% Five Million Dollars ($5,000,000.00), such Net Insurance Proceeds may be 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 building and other improvements. If the Net Insurance Proceeds (regardless of the Building. Upon substantial amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged building or other improvements, then the amount of such excess Net Insurance Proceeds shall be paid to LESSEE or retained by the insurance carrier upon the completion of such restoration by Landlordrepair, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty rebuilding 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 the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsreplacement.

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 foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Dateimmediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taker Taken to substantially the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant PartiesDelays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeureForce Majeure, and subject to the termination rights of the parties set forth in this Section 15, Landlord shall exercise commercially reasonable efforts to substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Buildingas promptly as practicable. Upon substantial completion of such restoration by Landlord, Tenant shall (a) use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible, or (b) with Landlord’s approval with respect to any Casualty or Taking occurring during the last thirty (30) months of the Term, assign to Landlord all of Tenant’s right, title and interest in and to any and all insurance proceeds relating to such Casualty of Taking, as the case may be. 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 be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there Tenant shall be included in Building Operating Costs Landlordpay to Landlord Tenant’s Share of any deductible under its any property insurance policypolicy maintained by Landlord. Except as Landlord may elect pursuant to this Section 15.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements. Landlord and Tenant shall work cooperatively in good faith to mutually determine how the restoration responsibilities of Landlord and Tenant under this Section 15.1 might be performed so as to restore the Premises as quickly as possible.

Damage. If Risk of loss up to and including 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 Closing Date shall be borne by Seller. Seller shall promptly notify Purchaser of any power of eminent domain, condemnation, damage to the Property or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Date, or in portion thereof. In the event of a partial Taking which affects the Building and the Premises, restore the remainder any material damage to or destruction of the Building Property or any portion thereof, Purchaser may, at its option, by notice to Seller given within ten days after Purchaser receives notice of such damage or destruction (and if necessary the Premises not so Taker Closing Date shall be extended to substantially give Purchaser the same condition as is reasonably feasible. Iffull ten day period to make such election): (a) terminate this Agreement, in Landlord’s reasonable judgmentwhich event the entire Deposit, other than the Independent Consideration, shall be returned by Title Company to Purchaser; or (b) proceed under this Agreement, receive any insurance proceeds (including, without limitation, any element rent loss and/or business interruption insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction (less any reasonable amounts expended by Seller for restoration and costs of recovery) and assume responsibility for such repair, and Purchaser shall receive a credit at Closing for any deductible amount under said insurance policies. If Purchaser fails to exercise its option with the Tenant-Insured Improvements can more effectively time provided by the immediately preceding sentence, Purchaser shall be restored as an integral part deemed to have elected (b) above. If Purchaser elects or is deemed to have elected (b) above, Seller will assign without recourse all applicable insurance proceeds to Purchaser at Closing and will cooperate with Purchaser after the Closing to assist Purchaser in obtaining the insurance proceeds from Seller’s insurers. In the event of Landlordany material damage, if Purchaser does not elect to terminate this Agreement, Seller shall not settle any casualty loss without Purchaser’s restoration of consent, which consent will not be unreasonably withheld or delayed. If the Building or Property is damaged but the Premisesdamage is not material damage, such restoration then Purchaser shall also be made by Landlordnot have the right to terminate this Agreement, but Seller shall at Tenant’s sole its cost and expense. Subject fully repair the damage before the Closing in a manner satisfactory to rights of MortgageesPurchaser or, delays caused by any of if repairs cannot reasonably be completed before the Tenant PartiesClosing, Legal Requirements then in existence and credit and/or assign to delays for adjustment of Purchaser at Closing the net insurance proceeds or Taking awards, as the case may be, for such damage and instances of force majeure, Landlord Purchaser shall substantially complete such restoration within one receive a credit at Closing for any deductible amount under said insurance policies (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend but not more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to amount of the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Buildingdamage). “NetMaterial damage” and “Materially damaged” means the insurance proceeds or Taking award actually paid damage which will reasonably cost more than $1,000,000 to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsrepair.

Damage. (a) If the Premises are damaged in whole or part because of by fire or other insured casualty (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 “Casualty”)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 term of this Lease shall terminate upon the thirtieth (30th) day after such notice is given, and Tenant shall vacate the Premises are subject and surrender the same to a taking Landlord. In neither of the certain contingencies in connection with this paragraph mentioned shall there be any liability on the exercise part of Landlord to Tenant covering or in respect of any power period during which the occupation of eminent domainsaid Premises by Tenant may not be possible because of the matters hereinabove stated, condemnation, or purchase under threat or in lieu thereof (nor shall Landlord be liable for any of damage incurred by Tenant. Without limiting the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises not be responsible for consequential damages, lost profits or any damage 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 made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementspersonal property.

Damage. (a) If the Building, Land or Premises are damaged by fire or other casualty, and this Lease is not terminated, as provided in clause 14(b) below, Landlord shall repair the damage at no expense to Tenant to the extent of the Base Building Improvements, as described herein, with reasonable promptness after notice to it of the damage; provided, however, that Landlord shall not be required to repair or replace any of Tenant’s property or any alterations made by Tenant in the Premises, including the Tenant Improvements. In such event, Landlord shall provide to Tenant an amount equal to the Tenant Allowance and other similar allowances provided by Landlord to Tenant hereunder to improve and build-out space as a part of expansions of the space leased by Tenant under this Lease, to be disbursed as described herein, and Rent shall xxxxx for the Premises, or portions thereof, from the date of the damage until the earlier date to occur of: (i) the date Tenant occupies any portion of the Premises for the purposes of conducting its business therein (as to such portion only), or (ii) if four (4) or less floors of the Premises are damaged in whole or part because by the casualty, one hundred twenty (120) days after Landlord has substantially completed the restoration of fire or other insured casualty (“Casualty”), or if the Base Building Improvements and provides access to the Premises are subject to a taking Tenant so that work on Tenant Improvements can commence therein, with Tenant having an additional fifteen (15) days prior to Rent commencement under such circumstances for every additional floor so damaged by the casualty in connection with the exercise of any power of eminent domainquestion so that restoration thereof is required; provided, condemnationhowever, or purchase under threat or in lieu thereof (any if one of the foregoing, a “Taking”)floors damaged in such casualty is the 20th floor of the Building, then unless this Lease is terminated Tenant shall have, as to that floor only, an additional thirty (30) days after Landlord turns over such space to Tenant in accordance with Section 15.2 belowthe above, prior to Rent commencement for such floor. All of the Rent commencement dates set forth above shall be extended by Landlord Delay and Tenant Force Majeure Items. Tenant shall restore have the Building and/or right to work on the damaged areas of the Premises to substantially at the same condition as existed time Landlord is working on the Term Commencement Date, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder damaged areas 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 each shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees cause its respective contractor to cooperate with Landlord one another 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 the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsefforts.

Damage. If the Premises demised premises, or the building or buildings of which the premises may form a part, are damaged by fire or other casualty to such an extent that the damage cannot, in whole the opinion of Lessor, be repaired or part because restored within two hundred seventy (270) days of the date of such occurrence, this lease may be terminated at the option of the Landlord upon notice to Lessee within such two hundred seventy (270) day period, even though the premises have not become untenantable, and upon such termination shall shall be an adjustment of rent to said date of termination, except that Lessee shall have the right to negate such termination by agreeing to rebuild the premises as herein provided in Paragraph 16.2. If Lessor does not exercise the foregoing option, or if the premises are damaged by fire or other insured casualty casualty, and such damage can be repaired within two hundred seventy (“Casualty”)270) days of the date of such occurrence, or if the Premises are subject Lessee shall elect to a taking repair or rebuild the premises this lease shall remain in connection with full force and effect and Lessee shall promptly repair such damage at its expense and Lessor will make available to Lessee the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Date, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taker to substantially the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment proceeds of insurance proceeds or Taking awards, carried by Lessee for the parties' benefit for Lessee's use in paying for such repairs. If this lease is not terminated as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occursaforesaid, there shall be no abatement of rental payable hereunder but Lessee shall receive a credit against rental in an amount equal to the proceeds of rent insurance, if any, received by Lessor. The provisions of this paragraph shall not prejudice any other rights and remedies of Lessor in the event the Premises shall be damaged by fire or other casualty due to the fault or neglect of Lessee, Lessee's servants, employees, contractors, agents, visitors or licensees. Except to the extent provided for in this lease Lessor's obligations under this Lease shall not be affected by any damage to or destruction of the premises by any cause whatsoever, and Tenant hereby expressly waives any and all additional right it might otherwise have under any law or statute. Tenant agrees that its fire insurance policies for its contents, furniture, furnishings, fixtures and other property removable by Lessee under the provisions of this lease shall include appropriate clauses pursuant to which the insurance carriers (a) waive all rights of subrogation against Lessor with respect to losses payable under such policies and/or (b) agree that such policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such policies. Lessee shall have Lessor named in such policies as one of the assureds. If Lessor shall be named as one of the assured under the policies covering Lessee's contents, furniture, furnishings and fixtures in accordance with the foregoing provisions, Lessor shall promptly endorse to the order of Lessee, without recourse, any check, draft, or order for the payment of money representing the proceeds of any such policy or representing any other payment growing out of or connected with said policies, and Lessor does hereby irrevocably waive any and all rights in and to such proceeds and payments, provided, however, that Lessee's right of full recovery under its aforesaid policies is not thereby prejudiced or otherwise adversely affected. Lessee hereby waives any and all right or recovery which it might otherwise have against Landlord, its agents and employees, for loss or damage to Lessee's contents, furniture, furnishings, fixtures and other property removable by Lessee under the provisions of this lease to the extent that the same is covered by Lessee's insurance, notwithstanding that such loss of damage may result from the negligence or fault of Landlord, its agents or employees. Lessee agrees to advise Lessor promptly as to the coverage or language of the clauses included in Building Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect policies pursuant to this Section 15.1, under no circumstances shall Landlord be required paragraph. Lessee also agrees to repair notify Lessor promptly of any damage to, cancellation or make change of the terms of any repairs to such policy which would affect such clauses or replacements of, any Tenant-Insured Improvementsnaming.

Damage. If the Premises are damaged in whole Landlord temporarily fails or part is temporarily unable to provide ------ any parking space to Tenant pursuant to Paragraph 1 above because of fire or other insured casualty damage or because of any condemnation, such failure or inability shall not be deemed to be a default by Landlord as to 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 (“Casualty”10) days after, as applicable (the applicable alternative being referred to herein as a "Parking Rights Event"): (i) the 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) if the Premises are subject damage or condemnation does not make parking impossible but nevertheless prevents Tenant from exercising its parking rights pursuant to this Exhibit, the date of Landlord's receipt of a taking written notice from Tenant, labeled "URGENT/IMMEDIATE ACTION REQUIRED" in connection with all capital letters, alerting Landlord to Tenant's lack of parking spaces. If reasonably acceptable substitute parking (or the exercise 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 Tenant disagree as to either (i) whether Landlord has provided reasonably acceptable substitute parking or (ii) the amount of any power equitable reduction in Tenant's Base Rental and Tenant's share of eminent domain, condemnation, or purchase under threat or in lieu thereof Operating Expenses (any of the foregoing, either such disagreement being referred to herein as a “Taking”"Parking Rights Dispute"), then unless this Lease 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 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 terminated 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 arbitration is conducted privately (i.e., two arbitrators selected by the parties) or under the auspices of the American Arbitration Association (or its successor), such arbitration shall be conducted in accordance with Section 15.2 belowthe arbitration rules for the real estate industry of that Association (or its successor). To the extent that legal questions are considered, Landlord the arbitrator(s) shall restore apply the Building and/or law of the Premises State of Texas. The arbitration award shall be binding 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 substantially the same condition as existed on arbitrator(s) that all expenses of the Term Commencement Datearbitration, or in the event of other than a partial Taking which affects the Building party's legal fees and the Premises, restore other the remainder of fees and expenses incurred by the Building respective parties in preparing for 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 made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage presenting their arguments to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expensesarbitrator(s), including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be included in Building Operating Costs Landlord’s deductible under its property insurance policy. Except as shared equally between Landlord may elect pursuant to this Section 15.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsand Tenant unless the arbitration award specifies a winning party and a losing party and further specifies and directs that the losing party should pay the arbitration expenses.

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 foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 13.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on prior to the Term Commencement DateCasualty, 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 Taken to substantially the same condition as is reasonably feasible, and Rent shall be proportionately abated until restoration of the Premises is substantially complete, but only to the extent that business interruption insurance is not available. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively efficiently be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused any act or omission by any of Tenant and/or Tenant’s agents, servants, employees, contractors, subcontractors, licensees and/or subtenants (collectively with Tenant, the “Tenant Parties”) which causes an actual delay in the performance of Landlord’s restoration work, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeureLandlord’s Force Majeure, Landlord shall diligently pursue completion of such restoration and substantially complete such restoration within one nine (19) year months after LandlordXxxxxxxx’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Buildingtherefor. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises Tenant-Insured Improvements to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possiblecommercially reasonable. Tenant Xxxxxx agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s reasonable attorneys’ fees, of obtaining the same. In the Operating Year fiscal year in which a Casualty occurs, there shall be included in Building Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 15.113.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Tenant- Insured Improvements.

Damage. If Risk of loss up to and including 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 Closing Date shall be borne by Seller. Seller shall promptly give Buyer written notice of any power damage to the Property, describing such damage, stating whether such damage and loss of eminent domain, condemnation, or purchase under threat or in lieu thereof (any rents is covered by insurance and the estimated cost of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Date, or in repairing such damage. In the event of a partial Taking which affects any material damage (described below) to or destruction of the Building Property or any portion thereof, Buyer may, at its option, by notice to Seller given within ten (10) business days after Seller has provided the above described notice to Buyer together with all relevant information concerning the nature and extent of such damage (and if necessary the Closing Date shall be extended to give Buyer the full ten (10) business day period to make such election): (i) terminate this Agreement and the PremisesXxxxxxx Money shall be immediately returned to Buyer, restore or (ii) proceed under this Agreement, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the remainder Closing Date) due Seller or Buyer under the insurance carried by Buyer as tenant of the Building Property as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. If Buyer fails to timely make such election, Buyer shall be deemed to have elected to terminate this Agreement as provided above. If Buyer elects (ii) above, Buyer may extend the Premises not so Taker Closing Date for the Property for up to substantially an additional thirty (30) day period in which to obtain insurance settlement agreements with Buyer's insurers, and Seller will cooperate with Buyer in obtaining the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awardsand such agreements from Seller's insurers. If the Property is not materially damaged, as then (i) Buyer shall not have the case may beright to terminate this Agreement, (ii) Seller shall, to the extent requested and directed by Buyer, repair the damage before the Closing in a manner reasonably satisfactory to Buyer, and instances (iii) at Closing, Buyer shall receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of force majeuresuch damage or destruction and Buyer shall receive a credit at Closing for any deductible, Landlord uninsured or co-insured amount under said insurance policies. To the extent Seller has incurred reasonable market based costs in effecting the repairs requested and directed by Buyer (which costs have not been assumed by Buyer), Seller shall substantially complete be paid a portion of such restoration within one (1) year after Landlord’s receipt of all required permits therefor insurance proceeds in an amount equal to such costs. "Material damage" and "Materially damaged" means, with respect to substantial reconstruction of at least 50% of the BuildingProperty, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor damage in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured ImprovementsBuyer's reasonable estimation exceeds $100,000.

Damage. If the Premises are damaged (1) Tenant shall give immediate notice to Landlord in whole or part because case of fire or other insured casualty damage in the Demised Premises. If the Demised Premises shall be partially damaged by fire or other cause without the fault or neglect of Tenant, Tenant’s servants, employees, agents, invitees, or licensees, the damage shall be repaired by and at the expense of Landlord and the fixed minimum rent until such repairs shall be made shall be apportioned according to the part of the Demised Premises which is unusable by Tenant. If such partial damage is due to the fault or neglect of Tenant, Tenant’s servants, employees, agents, invitees, or licensees, without prejudice to any other rights and remedies of Landlord and, except as provided in Section 7.4. without prejudice to the rights of subrogation of Landlord’s insurer, the damage shall be repaired by Landlord, but there shall be no apportionment or abatement of rent. Any such repairs required to be made by Landlord shall be commenced promptly and diligently completed. If such repairs are not substantially completed within ninety (“Casualty”)90) days after the Landlord’s receipt of such notice, Tenant shall have the right to either (i) terminate this Lease upon thirty (30) days advance written notice to Landlord; or (ii) complete such repairs on behalf of Landlord and deduct the costs of the same from the next installment(s) of rent due hereunder, unless completion of such repairs is practically impossible within such period of time, in which event said ninety (90) day period shall be extended to a reasonable completion date, provided Landlord has commenced and is diligently pursuing repairs to completion, and rent shall continue to xxxxx. If the Demised Premises as a whole are totally damaged or are rendered wholly untenantable by fire or other cause, or if the Premises are subject Building shall be substantially damaged and unsuitable for Tenant’s purposes so that Landlord shall decide to a taking in connection with demolish the exercise Demised Premises, Landlord may, within thirty (30) days after such fire or other cause, give Tenant notice of any power of eminent domainsuch decision, condemnation, or purchase under threat or in lieu thereof (any and thereupon the Demised Term of the foregoingDemised Premises shall expire by lapse of time ten (10 ) days after such notice is given, a and Tenant shall vacate the Demised Premises and surrender the same to Landlord. Tenant’s liability for rent and other charges under the Lease for the Demised Premises shall cease as of the day following the casualty. Notwithstanding the foregoing or anything to the contrary contained in this Lease, in the event that Landlord elects to demolish the Demised Premises as provided for herein, then Tenant after receipt of Landlord’s notice of the same (the “TakingDemolition Notice”), then unless this Lease is terminated may elect to exercise its Option to Purchase as to either or both of the Demised Premises and the Future Development Rights Site C and Site J as set forth in accordance with Section 15.2 belowArticle 1.4 by giving Landlord written notice of the same within twenty (20) days after receipt of Landlord’s Demolition Notice. Thereafter, Landlord shall restore the Building be obligated to sell such property 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 made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awardsdevelopment rights, as the case may be, to Tenant and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after assign to Tenant all of Landlord’s receipt of all required permits therefor with respect right, title and interest in and to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion insurance monies and proceeds recovered or to be recovered as a result of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty fire 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 the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsother casualty.

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 foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 14.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Dateimmediately following completion of Landlord’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taker Taken to substantially the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgageesthe holders of any mortgages, delays caused by the lessors under any of the ground leases, Tenant PartiesDelays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeureForce Majeure, Landlord shall substantially complete such restoration within one fifteen (115) year months after Landlord’s receipt of all required permits therefor the Casualty or Taking with respect to substantial reconstruction of at least fifty percent (50% %) of the Building, or, within one two hundred eighty seventy (180270) days after Landlord’s receipt of all required permits therefor the Casualty or Taking in the case of restoration of less than fifty percent (50% %) of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.

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 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 damaged being made. Such damage will not in whole any way void or part because of fire render voidable this Lease or other insured casualty (“Casualty”)any provision hereof. If such damage was caused by any risk not covered by Landlord's or Tenant's insurance, or if the Premises are subject to a taking in connection with cost of repairs exceeds the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of insurance proceeds payable from the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 belowparties, Landlord shall restore may, at its option, make such repairs, provided 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 repairs can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one ninety (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (18090) days after Landlord’s receipt 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 required permits therefor interests of Tenant in the case of restoration of less than 50% of Premises will terminate on the Buildingdate specified in the notice. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the 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 the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be included in Building Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 15.1, will under no circumstances shall Landlord be required to repair any damage toby fire or any other cause, whether of a similar or make any repairs 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 may elect to terminate this Lease, whether the Premises are damaged or replacements of, any not and without liability to Tenant-Insured Improvements. A total destruction of the Premises or of the Building will terminate this Lease without liability of Landlord to Tenant.

Damage. If Except as hereinafter set forth, in the event the Premises are or the Building is 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 from any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 belowcause, Landlord shall restore 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 Building and/or applicable rental interruption insurance proceeds received by Landlord, and that is in the same proportion to the Rent as the rentable area of the portion of the Premises so damaged and is unusable bears to substantially the same condition as existed on total rentable area of the Term Commencement DatePremises. In the event the cost of repairing such damage is not covered by Landlord’s insurance, or in the event the cost 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 made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means repairs exceeds the insurance proceeds or Taking award actually paid payable, Landlord may elect, at its option, not to Landlord (make such repairs, in which event this Lease may be terminated at the option of either party upon the giving of notice and not paid over without liability to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the sameother party. In the Operating Year in which event the Premises are rendered untenantable for more than 360 days as a Casualty occursresult of any such damage, there shall be included in Building Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord or Tenant may elect pursuant to terminate this Section 15.1, Lease provided notice thereof is given to the 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 shall Landlord be required to repair any damage toto the property of Tenant, or make to any repairs improvements installed in, on or about the Premises by 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 may elect to terminate this Lease, whether the Premises are damaged or replacements of, any not and without liability to Tenant-Insured Improvements. A total destruction of the Building shall terminate this Lease without liability to Landlord or Tenant.

Damage. If the Demised Premises are damaged shall be destroyed or damaged, in whole or part because of in part, by fire or other insured casualty (a “CasualtyDamage Event”), or if the Premises are subject to a taking in connection with the exercise Tenant shall promptly notify Landlord when Tenant has knowledge of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”)same, then unless this Lease is terminated in accordance with Section 15.2 belowLandlord shall, 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 made by Landlord, but at Tenant’s its sole cost and expense. Subject to rights of Mortgagees, delays caused by any of diligently repair and restore the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises Building to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord damage in such manner as Landlord may reasonably request to assist Landlord not, to the extent practicable, interfere with Tenant’s conduct of its business in collecting insurance proceeds due the Demised Premises; provided that, 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 the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 or restore the Tenant Property, which shall be repaired and restored by Tenant. At the request of Xxxxxx, Landlord shall, from time to time, promptly inform Xxxxxx of the progress of Xxxxxxxx’s restoration work and of the estimated date of completion of the same and otherwise consult with Tenant. Notwithstanding the generality of the foregoing, at Tenant’s election, provided that Landlord assigns to Tenant all insurance proceeds payable to Landlord under the property insurance policy, Tenant may elect to restore the portion of the Demised Premises so damaged or destroyed to the same condition, as nearly as possible, as existed prior to such Damage Event in good faith, and with promptness and diligence. In such event, Landlord shall cooperate with Tenant in all ways necessary to expedite the restoration. From the time of any damage toor destruction to the Building until the earlier to occur of (i) the date when Landlord redelivers possession of the Demised Premises (or the applicable portion thereof) to Tenant in the condition required above or (ii) or the date when Tenant resumes operations of its business in such portion of the Demised Premises, Rent shall be reduced in the proportion to the Rentable Area of the portion of the Demised Premises that is not usable or reasonably accessible by Tenant for the conduct of its business. Notwithstanding the generality of the foregoing, if (a) the Demised Premises are totally damaged or are rendered wholly untenantable, (b) if a reputable licensed engineer estimates that the period of time to restore the Demised Premises exceeds three hundred sixty (360) days from the date of such fire or other casualty or (c) there are less than twelve (12) months remaining in the Term and Tenant elects not to exercise its option to extend the Tenn, or make no such option is remaining, then in either of such events, Tenant may, not later than ninety (90) days following the date of the damage, give Landlord a written notice terminating this Lease. If this Lease is so terminated, (a) the Tenn shall expire upon the date set forth in such notice, which shall not be less than thirty (30) days after such notice is given, and Tenant shall vacate the Demised Premises and surrender the same to Landlord no later than the date set forth in the notice, (b) Tenant’s liability for rent hereunder shall cease as of the date of the damage, (c) any repairs prepaid Rent for any period after the date of the damage shall be refunded by Landlord to Tenant, and (d) Landlord shall be entitled to collect all insurance proceeds of policies held by Landlord or replacements ofTenant providing coverage for alterations and other improvements to the Demised Premises. Landlord shall retain such proceeds from Tenant’s insurance only to the extent that Landlord performed or paid for such alterations and improvements, any whether by contribution, offset or otherwise, and the balance of such proceeds, if any, shall be paid to Tenant-Insured Improvements.

Damage. If the Premises are damaged in whole or part because of fire or other insured casualty or otherwise become not habitable (“Casualty”), or if the Premises are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Dateimmediately following completion of Tenant’s Work, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taker Taken to substantially the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant PartiesDelays, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeureLandlord’s Force Majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the 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 be required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including reasonable adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements. If part of the Premises shall be subject to a Taking, and this Lease is not terminated as provided in this Section 15, the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances and to reflect Tenant’s diminished ability to use the Premises.

Damage. If the Premises are damaged in whole or part because of by fire or other insured casualty (cause 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, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of “Casualty”)labor troubles” or any other cause beyond Landlord’s control. If, or if however, the Premises are subject rendered wholly untenantable by fire or other cause, and inadequate funds are made available to a taking Landlord through insurance proceeds to restore the Premises and/or the Building, Landlord may, at its option, cancel and terminate this Lease by giving Tenant, within sixty (60) days from the date of such damage, notice in connection with writing of its intention to cancel this Lease, whereupon the exercise term of this Lease shall cease and terminate upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, but in none of the certain contingencies in this Article mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any power period during which the occupation of eminent domain, condemnation, or purchase under threat or in lieu thereof (any said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, a “Taking”)Landlord shall not be responsible for consequential damages, then unless 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 portions of the Premises which Landlord is terminated required to restore in accordance with Section 15.2 belowthis Article 10 and, Landlord shall restore upon 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 made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlordrepairs, Tenant shall use diligent and commercially reasonable efforts to complete restoration repair the portions of the Premises which are the responsibility of Tenant to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be included in Building Operating Costs Landlord’s deductible insure 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 damage to, or make any repairs to or replacements of, any Tenant-Insured ImprovementsLease.

Damage. Landlord will maintain standard fire and extended coverage insurance on the Shopping Center. If the Premises are demised premises shall be damaged in whole or part because of by 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 foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore kind insured against under the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Date, or in the event policies of a partial Taking which affects the Building fire insurance 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 made extended coverage obtained by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then are not thereby rendered untenantable in existence and to delays for adjustment of insurance proceeds whole or Taking awards, as the case may be, and instances of force majeurein part, Landlord shall substantially complete promptly, at its own expense, cause such restoration within one (1) year after Landlord’s receipt damage to be repaired, and the fixed minimum rent and all additional rent shall not be abated or reduced. If by reason of all required permits therefor with respect such occurrence, the demised premises shall be rendered untenantable only in part, Landlord shall promptly, at its own expense, cause the damage to substantial reconstruction be repaired, and the fixed minimum rent only shall be reduced during the period of at least 50% such untenantability proportionately, based on the ratio of the Building, or, within one hundred eighty (180) days after Landlord’s receipt number of all required permits therefor in the case square feet of restoration of less than 50% floor area of the Building. Upon substantial completion demised premises rendered untenantable to the total number of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration square feet of floor area of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord demised premises; 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 the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurscase, there shall be included no reduction in Building Operating Costs Landlord’s deductible the additional rent due under Article Three or otherwise under this Lease. If the demised premises shall be rendered wholly untenantable by reason of such occurrence, Landlord shall promptly, at its property insurance policyown expense, cause such damage to be repaired and the fixed minimum rent shall be abated during the period of such untenantability, however, in such case, there shall be no reduction in the additional rent due under Article Three or otherwise under this Lease. Except as Notwithstanding anything to the contrary in the foregoing, if the demised premises shall be destroyed or damaged to the extent of fifty percent (50%) or more of their replacement value above foundation walls or rendered wholly untenantable after the beginning of the last three (3) years of the then current term of this Lease (or twenty-five percent (25%) during the last two (2) years of the then current term of this Lease), or fifteen percent (15%) during the last year of the then current term of this Lease), or, if at any time forty percent (40%) or more of the buildings and improvements comprising the Shopping Center shall be damaged or destroyed or rendered substantially untenantable by any such casualty, Landlord may elect pursuant terminate this Lease by notice to this Section 15.1Tenant, under no circumstances said notice to be given within sixty (60) days of the event giving rise to such damage or destruction. Any such termination as aforesaid shall not affect any rights theretofore accrued to Landlord be required to repair because of prior defaults of Tenant. During the course of repairing the demised premises or the Shopping Center after any damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.such

Damage. If the Premises are damaged in whole or part because of by fire or other insured casualty (cause 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 and Landlord’s Work as set forth on Exhibit C shall be repaired by and at the expense of Landlord and the rent until such repairs shall have been made shall axxxx pro-rata according to the part of the Premises which is unusable by Tenant. However, if such damage was caused by the negligence of Tenant, its employees, agents, contractors, visitors or licensees, then all rentals shall be payable by Tenant during such period. Due allowance shall be made for reasonable delay which may arise by reason of adjustment of fire insurance on the part of Landlord and/or Tenant, and for delay on account of “Casualty”)labor troubles” or any other cause beyond Landlord’s control. If, or if however, the Premises are subject rendered wholly untenantable by fire or other cause, or Landlord shall decide not to a taking rebuild the same, Landlord may, at its option, cancel and terminate this Lease by giving Tenant, within sixty (60) days from the date of such damage, notice in connection with writing of its intention to cancel this Lease, whereupon the exercise Term of this Lease shall cease and terminate upon the third day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, but in none of the certain contingencies in this Article mentioned shall there be any liability on the part of Landlord to Tenant covering or in respect of any power period during which the occupation of eminent domain, condemnation, or purchase under threat or in lieu thereof (any said Premises by Tenant may not be possible because of the matters hereinabove stated. Without limiting the foregoing, a “Taking”)Landlord shall not be responsible for consequential damages, then unless 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 portions of the Premises which Landlord is terminated required to restore in accordance with Section 15.2 belowthis Article and, Landlord shall restore upon 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 made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlordrepairs, Tenant shall use diligent and commercially reasonable efforts to complete restoration repair the portions of the Premises which are the responsibility of Tenant to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be included in Building Operating Costs Landlord’s deductible insure 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 damage to, or make any repairs to or replacements of, any Tenant-Insured ImprovementsLease.

Damage. If the Leased Premises are is damaged by any casualty covered by County's insurance policy described in whole Section 14 above, County shall with reasonable diligence after the settlement and recovery of insurance proceeds for such damage and if permitted by applicable code and except as provided below, repair and restore the Leased Premises to the same condition that existed immediately prior to the damage. If any portion of the Leased Premises is rendered unusable, Tenant shall be entitled to a reasonable suspension or part because diminution of rent during the time required for restoration and repair of the Leased Premises that is proportionate to the portion of the Leased Premises rendered unusable. If the Leased Premises is damaged to the extent of a twenty-five percent (25%) or more reduction in use of the property due to any casualty insured under fire or other insured casualty (“Casualty”)extended- coverage insurance, or if the Leased Premises are subject is partially or totally destroyed by a casualty not covered by insurance, then County shall, within a period not to a taking in connection exceed ninety (90) days, notify Tenant of County's election either to terminate this Lease or, at County's sole discretion, repair, rebuild, or restore the Leased Premises with the exercise reasonable diligence. Tenant understands that County is not obligated to repair or replace Tenant's property under any circumstances and that County will not carry insurance of any power of eminent domainkind on improvements made or paid for by Tenant or on Tenant's furniture, condemnationfurnishings, fixtures, or purchase equipment removable by Tenant under threat the provisions under this Lease. If County elects to repair, rebuild, or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement DateLeased Premises, or in if the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Leased Premises cannot so Taker be repaired or restored to substantially the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, 's full operational status within one hundred eighty (180) days after Landlord’s receipt from County's notice of all required permits therefor in intent to repair, rebuild, or restore the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by LandlordLeased Premises, Tenant shall use diligent efforts have the right to complete restoration terminate this Lease effective thirty (30) days after giving written notice to County. After the date of such termination, the Premises to substantially parties shall have no further liability under the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured ImprovementsLease.

Damage. If Landlord shall have the Premises are damaged in whole or part because of fire or other insured casualty (“Casualty”), or if the Premises are subject right to a taking in connection with the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless terminate this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore if: (a) 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 shall be damaged so Taker to substantially the same condition as is reasonably feasible. Ifthat, 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 substantial alteration or reconstruction of the Building shall be required (whether or not the Premises, such restoration 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 casualty; (c) the Premises have been materially damaged and 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 also be made have the right to terminate this Lease under the circumstances set forth in Section 11.6. Landlord may exercise its right to terminate this Lease by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any notifying Tenant in writing within ninety (90) days after (i) the settlement of the Tenant Partiesloss 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, Legal Requirements then in existence and (A) subject to delays for adjustment of insurance proceeds or Taking awards, as Landlord’s ability to obtain the case may be, and instances of force majeurenecessary permits, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor commence and proceed with respect reasonable diligence to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of repair and restore the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking(excluding Alterations and Tenant’s Property); provided, as the case may behowever, 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 the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 spend more than the insurance proceeds received by Landlord which is allocable to the Premises, and (B) Tenant 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 damage toother Section hereof, or make 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 repairs such proceeds received by Tenant shall be paid by Tenant to Landlord. None of the Landlord Related Parties shall be liable for any loss or replacements of, damage to Tenant’s Property or to the business of Tenant resulting in any Tenant-Insured Improvementsway from the fire or other casualty or from the repair and restoration of the damage.

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 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 damaged being made. Such damage will not in whole any way void or part because of fire render voidable this Lease or other insured casualty (“Casualty”)any provision hereof. If such damage was caused by any risk not covered by Landlord’s or Tenant’s insurance, or if the Premises are subject to a taking in connection with cost of repairs exceeds the exercise of any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of insurance proceeds payable from the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 belowparties, Landlord shall restore may, at its option, make such repairs, provided 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 repairs can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one ninety (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (18090) days after Landlord’s receipt 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 required permits therefor interests of Tenant in the case of restoration of less than 50% of Premises will terminate on the Buildingdate specified in the notice. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the 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 the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be included in Building Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 15.1, will under no circumstances shall Landlord be required to repair any damage toby fire or any other cause, whether of a similar or make any repairs 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 may elect to terminate this Lease, whether the Premises are damaged or replacements of, any not and without liability to Tenant-Insured Improvements. A total destruction of the Premises or of the Building will terminate this Lease without liability of Landlord to Tenant.

Damage. (a) If the Premises are damaged in whole or part because of by fire or other insured casualty (“Casualty”)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 term of this Lease shall terminate upon the thirtieth (30th) day after such notice is given, and Tenant shall vacate the Premises are subject and surrender the same to a taking Landlord. In neither of the certain contingencies in connection with this paragraph mentioned shall there be any liability on the exercise part of Landlord to Tenant covering or in respect of any power period during which the occupation of eminent domainsaid Premises by Tenant may not be possible because of the matters hereinabove stated, condemnation, or purchase under threat or in lieu thereof (nor shall Landlord be liable for any of damage incurred by Tenant. Without limiting the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Datenot be responsible for consequential damages, lost profits 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 made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements's personal property.

Damage. If the building in which the Premises are is located ------ and/or the parking garage or other Common Facilities shall be damaged in whole or part because of destroyed by fire or other insured casualty (“Casualty”)casualty, or if the Premises are subject to a taking in connection with the exercise of any power of eminent domainLESSOR, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Date, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taker to substantially the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s LESSOR'S sole cost and expense. Subject , shall promptly and diligently proceed to rights of Mortgagees, delays caused by any of adjust the Tenant Parties, Legal Requirements then in existence loss with the insurance companies and to delays arrange for adjustment the disbursement of insurance proceeds or Taking awards, as the case may beproceeds, and instances of force majeurerepair, Landlord shall substantially complete rebuild or replace such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect buildings, the parking garage or other Common Facilities, and other improvements, so as to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of restore the Premises building and/or the parking garage and other improvements to substantially the same condition as existed in which they were immediately prior to such Casualty damage 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 destruction to the Premises and/or extent reasonably practical. The net proceeds of any insurance recovered by reason of such damage or destruction in excess of the Building or cost of adjusting the Net Taking award attributable to the Premises and/or the Building. “Net” means insurance claim and collecting the insurance proceeds (such excess being referred to herein as the "Net Insurance Proceeds") shall, if such Net Insurance Proceeds exceeds Five Million and No/Dollars ($5,000,000.00), be held by the LESSOR'S mortgagee (provided that such Mortgagee is a bank, savings association, insurance company or Taking award actually other similar institutional lender having capital surplus and undivided profits of at least $50,000,000.00; herein called "Institutional Lender"), or, if no Institutional Lender then holds a mortgage lien, or deed to secure debt on the building , by any escrow agent which is reasonably acceptable to LESSOR and LESSEE; and the Net Insurance Proceeds shall be released for the purpose of paying the fair and reasonable cost of restoring such building, garage and other improvements. Such Net Insurance Proceeds shall be released to LESSOR, or to LESSOR'S contractors, from time to time as the work progresses, pursuant to such requirements and limitations as may be reasonably acceptable to LESSEE, LESSOR and LESSOR'S mortgagee (if the mortgagee so requires), including, without limitation, lien waivers from each of the contractors, subcontractors, materialmen and suppliers performing the work. If the Net Insurance Proceeds (less any applicable deductible) are insufficient to restore the Premises the parking garage and other improvements, LESSOR shall be obligated to pay such deficiency and the amount of any such deductible. If the Net Insurance Proceeds are less than Five Million Dollars ($5,000,000.00), such Net Insurance Proceeds may be held by LESSOR and used by LESSOR to pay the fair and reasonable cost of restoring such building and other improvements. If the Net Insurance Proceeds (regardless of the amount thereof) exceed the full cost of the repair, rebuilding or replacement of the damaged building or other improvements, then the amount of such excess Net Insurance Proceeds shall be paid to Landlord (and not paid over to a Mortgagee) less all costs and expensesLESSOR or retained by the insurance carrier upon the completion of such repair, including adjusters and attorney’s fees, of obtaining the samerebuilding or replacement. Rent shall xxxxx proportionally during restoration. In the Operating Year event that, in which a Casualty occursthe opinion of an architect retained by LESSEE and acceptable to LESSOR, there shall the Premises cannot be included in Building Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant restored within 180 days of commencement of restoration, then LESSEE may, by written notice to LESSOR delivered prior to the commencement of restoration, terminate this Section 15.1, under no circumstances shall Landlord be required to repair any damage to, or make any repairs to or replacements of, any Tenant-Insured ImprovementsLease.

Damage. If the Premises demised premises shall be partially or totally damaged or destroyed by any risk covered by Landlord's insurance as provided for in the Insurance provisions of this Lease, then 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, and to obtain permits for the work, and reasonable delay on account of "labor troubles" or any other cause beyond Landlord's reasonable control) repair or rebuild the demised 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 whole or part because 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 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 foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Date, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taker to substantially the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may becasualty, and instances of force majeure, it shall require Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within more than one hundred eighty (180) days after Landlord’s receipt to substantially complete the repairs required of all required permits therefor it hereunder, then and in such event provided Tenant is not in default hereunder, and that the case damage was not caused by wrongful or intentional act of restoration Tenant or any of less than 50% of the Building. Upon substantial completion of such restoration by Landlordits Permitees, Tenant shall use diligent efforts be entitled to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Takingterminate this Lease, 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 the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid by written notice delivered to Landlord within ten (and not paid over to a Mortgagee10) less all costs and expenses, including adjusters and attorney’s fees, days after the end of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementssaid 180 days period.

Damage. If the Premises are National City determines that any Equipment is lost, stolen, destroyed, damaged in whole beyond repair 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 rendered permanently unfit for normal use for any power of eminent domain, condemnation, or purchase under threat or in lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Datereason, or in the event of any condemnation, confiscation, seizure, or requisition of title to or use of such Equipment (a partial Taking which affects "CASUALTY OCCURRENCE"), Lessee will, at the Building option of National City, either (a) replace the same with Equipment in good repair or (b) promptly pay to National City an amount equal to the Rent in respect of the Equipment suffering a Casualty Occurrence due and payable on the first Rent Payment Date following the date of the Casualty Occurrence, plus a sum equal to the Stipulated Loss Value of such Equipment determined as of the Rent Payment Date next following the date of the Casualty Occurrence as set out in the appropriate Schedule, less any physical damage insurance proceeds paid to National City as a result of said Casualty Occurrence. As of the Rent Payment Date next following the Casualty Occurrence, the Rent for such Equipment shall cease to accrue and the Premises, restore the remainder term of the Building this Lease as to such Equipment shall terminate 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 made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor except in the case of restoration of less than 50% loss, theft or complete destruction of the BuildingEquipment) National City shall be entitled to recover possession of the Equipment. Upon substantial completion National City hereby appoints Lessee its agent to dispose of any Equipment suffering a Casualty Occurrence at the best price obtainable on an "AS IS, WHERE IS" basis without recourse or warranties of any kind. Provided that National City has been paid the Stipulated Loss Value and ail Rent and other sums due and owing as to such Equipment, Lessee shall be entitled to the net proceeds of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the 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 sale to the Premises and/or extent such proceeds do not exceed the Building or the Net Taking award attributable to the Premises and/or the BuildingStipulated Loss Value of such Equipment. “Net” means the insurance proceeds or Taking award actually Any excess shall be paid to Landlord (and not paid over to a MortgageeNational City . [NATIONAL CITY(R) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.LOGO] LEASING CORPORATION

Damage. If If, prior to the Premises Closing Date, all or any part of the Improvements are damaged in whole or part because of by fire or other insured casualty casualty, then Seller shall immediately give notice to Purchaser of such fact and, if the Improvements are substantially damaged, then at Purchaser’s option (“Casualty”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 the 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 survive any such termination), and 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 Premises Improvements are subject damaged but not substantially, then Purchaser shall proceed to a taking 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 exercise rights of any power tenants under the Leases, and subject to the right of eminent domain, condemnation, or purchase under threat or in lieu thereof (any Seller to use the proceeds of all insurance related to such damage as herein provided. Seller shall have the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises right 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 commence restoration of the Building or Improvements prior to Closing and to use the Premisesproceeds of all insurance related to such damage as hereinafter provided, and in such restoration event the credit due to Purchaser at closing in respect of such casualty shall also be made reduced by Landlord, but at Tenant’s sole the cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Partiesrestoration work performed by Seller and approved by Purchaser. Seller shall have the right to negotiate with and adjust any claim with the insurance company insuring the Improvements so damaged, Legal Requirements then in existence and to delays provide and effect the necessary restoration as and to the extent required under the Leases, including, without limitation, reducing the damaged Improvements to grade and clearing the Real Property and doing such other things as may be reasonably necessary for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration within one (1) year after Landlord’s receipt protection of all required permits therefor persons and property that may be endangered by the existing condition of the Real Property, in 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, the words “substantially damaged” mean damage with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts any Improvements that would cost $1,000,000.00 or more to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (hereinafter defined) insurance proceeds Landlord receives for damage to the Premises and/or the Building or the Net Taking award attributable to the Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, of obtaining the same. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured Improvementsrepair.

Damage. (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 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 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 $300,000 or 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 financial institution, selected by Landlord and Tenant and reasonably satisfactory to Lender, 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 damaged in whole 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 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 foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall restore the Building and/or the Premises to substantially the same condition as existed on the Term Commencement Date, or in the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taker to substantially the same condition as is reasonably feasible. If, in Landlord’s reasonable judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awardsTrustee, as the case may be. If the proceeds are delivered to the Trustee in accordance with this subsection (b), and instances of force majeure, Landlord shall substantially complete Tenant hereby appoints such restoration within one (1) year Trustee as Tenant's attorney-in-fact to endorse any draft therefor for the purposes set forth in this Lease after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, within one hundred eighty (180) days after Landlord’s receipt of all required permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion approval by Tenant of such restoration by LandlordTrustee, Tenant if Trustee is other than Lender, such approval not to be unreasonably withheld, delayed or conditioned. "Restoration" shall use diligent efforts to complete mean the restoration of the Premises after any Condemnation or Casualty as nearly as possible to substantially the same their value, condition as existed and character existing immediately prior to such Condemnation or Casualty. (c) In the event of any Casualty (whether or Takingnot insured against) resulting in damage to the Premises or any part thereof, except as provided in (d) below, the case may beTerm shall nevertheless continue and there shall be no abatement or reduction of Rent payable by Tenant hereunder. The Net Proceeds of such property insurance for the Improvements shall be payable as set forth in subsection (b) above and, promptly after such Casualty, Tenant shall promptly commence as soon as reasonably possible. Tenant agrees practicable the Restoration and shall diligently continue 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 perform 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 Restoration to the Premises and/or until completion. If the Building Net Proceeds are payable to the Trustee, then upon delivery of the proceeds to the Trustee of such Net Proceeds, the Trustee shall, to the extent available, make the Net Proceeds available to Tenant for Restoration, in accordance with the provisions of Section 6.04. Tenant shall, whether or not the Net Proceeds are sufficient for the purpose, promptly complete such Restoration of the Premises as nearly as possible to its value and condition and character immediately prior to such event and otherwise in accordance with Legal Requirements and the provisions of this Lease (including Tenant's making any desired Alterations allowed hereunder) and the Net Proceeds of such loss shall thereupon be payable to Tenant, subject to the provisions of Section 6.04 hereof. (i) Notwithstanding anything herein to the contrary, if twenty-five percent (25%) or more of the rentable square footage of the Office Space or thirty percent (30%) or more of the rentable square footage of the Warehouse Space is damaged or destroyed by any Casualty at any time during the last twenty-four (24) calendar months of the Initial Term or the Net Taking award attributable Extension Term, each of Tenant and Landlord may terminate this Lease upon written notice to the Premises and/or other party within thirty (30) days of the BuildingCasualty. “Net” means If Tenant or Landlord elects to terminate this Lease, then: (ii) Tenant shall have no obligations to perform any Restoration to the Premises; (iii) This Lease shall terminate on the date specified in the terminating party's written notice of termination, provided that such date may not be less than thirty (30) days nor more than ninety (90) days after the date of the terminating party's notice; and (iv) Landlord may retain any and all insurance proceeds or Taking award actually paid to Landlord (and not paid over to a Mortgagee) less all costs and expenses, including adjusters and attorney’s fees, for the Improvements payable by reason of obtaining the sameCasualty. In the Operating Year in which a Casualty occurs, there shall be 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 damage to, or make any repairs to or replacements of, any Tenant-Insured Improvements.6.04