Common use of Damage Clause in Contracts

Damage. 19.1 If the Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 If 21.1 In the event the Premises or the Building are totally Building, or partially any portion thereof, shall be damaged by fire or destroyed thereby rendering other casualty not caused by the Premises totally intentional or partially inaccessible negligent acts of Tenant or unusableTenant Parties, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from which damage substantially interferes with Tenant's insurer, the improvements within ’s use of the Premises, and provided that Tenant shall have promptly provided notice to substantially the same condition they were in prior to Landlord of such damage or destruction; provideddamage, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within this Lease shall terminate one hundred and eighty (180) days after the occurrence Landlord’s receipt of notice of such damage, unless Tenant receives written notice of Landlord’s election to repair said damage or destruction within such period of time, in which case this Lease shall continue in full force and effect. However, if Landlord is unable to repair said damage within two hundred and seventy (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal 270) days after Landlord’s receipt of debris, preparation notice of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairssuch damage, then either party Tenant shall have the right, at its sole option, right to terminate this the Lease as of the sixtieth (60th) day after such damage or destruction by giving upon written notice to Landlord of termination to the other party such election within forty-five (45) 15 days after the occurrence expiration of the two hundred and seventy (270) day period, unless Landlord has completed such damage or destruction. 19.2 work within such 15 day period. If this Lease is terminated pursuant to this Section 19.1 aboveand if an Event of Default has not occurred, then all rent Rent shall be apportioned prorated as of the date of termination of this Lease and the Security Deposit, if any, shall be returned to Tenant, less any offsets permitted hereunder, and all rights and obligations under this Lease shall cease and terminate, except as to those that are stated herein to survive expiration of the Lease Term or termination of this Lease. In the event of any damage to the Building or the Premises to the extent of twenty-five percent (based 25%) or more of the replacement cost of either the Building or the Premises, or in the event the Project shall be damaged to the extent of twenty-five percent (25%) or more of the replacement aggregate cost thereof, Landlord may elect to terminate this Lease upon written notice to Tenant of such election within ninety (90) days after the occurrence of the event causing the damage. 21.2 Landlord’s repairs pursuant to the provisions of this Article, if any, shall be limited to such repairs as are necessary to place the Project, Building or Premises in the condition existing on the Commencement Date, and when placed in such condition the Project, Building and Premises shall be deemed restored and rendered tenantable and Tenant, at its sole expense, shall immediately perform, in accordance with the provisions of Article 13 hereof, entitled “Alterations; Mechanic’s Liens,” any additional work required and repair or replace its stock in trade, fixtures, furniture, furnishings and equipment. 21.3 All insurance proceeds payable under any fire and/or rental interruption insurance shall be paid solely to Landlord, and Tenant shall have no interest therein. Insurance proceeds for Tenant’s separate insured interest, such as renter’s insurance or business interruption insurance, shall be payable to Tenant. Tenant shall in no case be entitled to compensation for damages on account of any annoyance or inconvenience in making repairs under any provision of this Lease. Provided that Tenant is not in default (after notice and opportunity to cure), during any period of time that all or a material portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated rendered untenantable as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurera casualty, the Premises are substantially complete, Tenant Rent shall be required to pay the Base Rent and Additional Rent only axxxx for the portion of the Premises that is usable while such repair untenantable and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 If If, prior to the Premises Closing Date, all or any part of the Building Improvements are totally substantially damaged by fire or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusableother casualty, then Landlord Seller shall diligently repair and restore the Building immediately give notice to Purchaser of such fact and, only at Purchaser's option (to be exercised within thirty (30) days after Seller's notice), this Agreement shall terminate, in which event neither party will have any further obligations under this Agreement (other than the extent insurance proceeds obligations set forth in Section 3(b) and Article 13 hereof, which obligations shall survive any such termination) and the Xxxxxxx Money shall be refunded to Purchaser provided Purchaser is not in breach or default hereunder beyond any applicable grace or cure period. If Purchaser fails to elect to terminate despite such damage, or if the Improvements are made available from Tenant's insurerdamaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the improvements within the Premises, Improvements to substantially the same its condition they were in prior to such damage. If such damage or destructionshall be completely repaired prior to the Closing Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and Purchaser shall have the right to terminate this Lease delay the Closing Date until repair is completed for a period not to exceed thirty (30) days, and if (a) the holder any damage remains unrepaired at Closing, Seller shall assign all of its right, title and interest in and to any insurance claims and proceeds relating to such damage and shall deliver to Purchaser an amount equal to any deductible portion of any mortgage fails applicable casualty insurance policy, and the Purchase Price shall not be reduced. For purposes of this Section, the words "substantially damaged" mean damage that would cost Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00) or refuses more to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminatedrepair.

Damage. 19.1 (a) If at any time prior to expiration or termination of this Lease, the Premises or the Building are totally wholly or partially damaged damaged, destroyed or destroyed thereby rendering rendered inaccessible by a risk fully covered (excluding deductibles) by insurance maintained by Landlord or for Landlord’s benefit, and the Premises totally Tenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within a substantial portion of the Premises, to substantially then, Tenant shall give Landlord notice and within the same condition they were in prior to such damage later of thirty (30) days after Tenant’s notice or destruction; provided, however, that if sixty (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (18060) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involveddestruction, removal Landlord shall give Tenant notice of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of its reasonable determination that the Premises can or fifty percent (50%) or more of the Building is damaged cannot be fully restored and less than ready for occupancy within one (1) year would remain from the date of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction, without payment of overtime or other premiums. 19.2 (1) If Landlord determines that the Premises can be so restored within one (1) year, (i) this Lease is terminated pursuant to Section 19.1 aboveshall remain in full force, then all (ii) rent shall be apportioned (based on the abated proportionally for such portion of the Premises which as is usable after inaccessible or unusable, for so long as such damage portion is inaccessible or destructionunusable; and (iii) and paid Landlord shall proceed diligently to repair the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration including all Tenant Improvements, using materials of at least the quality used in the original construction of the Building andComplex, provided insurance proceeds for the replacement Premises and Tenant Improvements with a minimum of interference in Tenant’s normal operations. If, in Tenant’s sole but reasonable judgment, Landlord shall not have performed any of the improvements within the Premises are made available from Tenant's insurerabove obligations in strict compliance therewith, the Premises are substantially completethen Tenant may, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) but shall not be required to repair or restore the contents of the Premisesto, including without limitationundertake such obligations, alterationsand reasonable, decorations, furnishings, fixtures and equipment used or installed in actual costs incurred as a result thereof shall be reimbursed by Landlord within thirty (30) days after Tenant’s request for payment. (2) If Landlord determines that the Premises by cannot be so restored within one (1) year, then either Landlord or on behalf of Tenant and any other personal property of Tenantmay, and at its option, (i) terminate this Lease with respect to the Buildings substantially damaged or destroyed, or, if (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed damage exceeds fifty percent (50%) of the replacement value cost of the BuildingPremises, whether terminate the Lease. Upon partial termination, rent shall be reduced proportionally to reflect the reduced area of the leased Premises. (b) If any time prior to expiration or not termination of this Lease, the Premises are wholly or partially damaged, destroyed or rendered inaccessible by a risk not fully covered (excluding deductibles) by insurance maintained by Landlord or for Landlord’s benefit, and the Tenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all or a substantial portion of the Premises, then Tenant shall give Landlord notice and within sixty (60) days after the damage or destruction, Landlord shall give Tenant notice informing Tenant whether Landlord intends to repair such damage or destruction, and if so, whether such damage or destruction can be fully restored and ready for occupancy within one (1) year from the date of damage or destruction, without payment of overtime or other premiums. (1) If Landlord elects to repair and such damage or destruction can be fully restored within one (1) year, (i) this Lease shall remain in full force, (ii) rent shall be abated proportionally for such portion of the Premises as is inaccessible or unusable, for so long as such portion is inaccessible or unusable; and (iii) Landlord shall proceed diligently to repair the damage or destruction, including all Tenant Improvements, using materials of at least the quality used in the original construction of the Complex, Premises and Tenant Improvements with a minimum of interference in Tenant’s normal operations. If, in Tenant’s sole but reasonable judgment, Landlord shall not have performed any of the above obligations in strict compliance therewith, then Tenant may, but shall not be required to, undertake such obligations, and reasonable, actual costs incurred as a result thereof shall be reimbursed by Landlord within thirty (30) days after Tenant’s request for payment. (2) If Landlord does not elect to repair or determines that the Premises cannot be so restored within one (1) year, then Tenant may, at its option, (i) terminate this Lease with respect to the Buildings substantially damaged or destroyed, provided or, if (ii) damage exceeds fifty percent (50%) of the leases replacement cost of the Premises, terminate the Lease. Upon partial termination, rent shall be reduced proportionally to reflect the reduced area of the leased Premises. (c) If during the final twelve (12) months of the term of this Lease (or any extension term) the Premises are wholly or partially damaged, destroyed or rendered inaccessible and the Tenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all other tenants in or a substantial portion of the Building are similarly terminatedPremises, either Landlord or Tenant may terminate this Lease with respect to affected Buildings or the entire Premises, by giving Landlord written notice of its election to terminate. Upon partial termination, rent shall be reduced proportionally to reflect the reduced area of the leased Premises.

Damage. 19.1 If the Premises or the Building are totally or partially damaged or destroyed thereby rendering in whole or in part by any fire or other casualty during the Premises totally or partially inaccessible or unusableTerm hereof, then Landlord shall diligently will repair and restore the Building and, only same to the extent insurance proceeds are made available from Tenant's insurergood tenantable condition with reasonable dispatch (not to exceed two hundred seventy (270) days), the improvements within rent herein provided for shall xxxxx entirely in case the Premisesentire Premises are untenantable and prorata on an equitable basis for the portion rendered untenantable, to substantially in case a part only is untenantable, until the same condition they were in prior shall be restored to a tenantable condition. If such damage or destruction; providedrepairs cannot, however, that if (i) in Landlord's ’s reasonable judgment such repair and restoration cannot opinion, be completed within one made with two hundred eighty seventy (180270) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairsdays, then either party Landlord or Tenant (without payment of the Termination Fee) shall have the right, at its sole optionby written notice given to the other within seventy five (75) days after the date of the damage or destruction, to terminate this Lease as of the sixtieth (60th) day date of the damage or destruction and any rent attributable to a period of time after such damage or destruction shall be remitted by giving Landlord to Tenant. Landlord shall, within forty five (45) days after such damage or destruction give Tenant written notice as to whether, in Landlord’s reasonable opinion, the Premises can be restored within two hundred seventy (270) days after the date of termination the damage or destruction. If neither party elects to terminate this Lease pursuant to this Section 11.01, Landlord shall repair the Premises in accordance with this Section 11.01. The foregoing shall be subject to all of the following: (i) if Tenant shall fail to adjust its own insurance or to remove its damaged goods, wares, equipment or property within a reasonable time, and as a result thereof the repairing and restoration is delayed, there shall be no abatement of rental during the period of such resulting delay; (ii) that there shall be no abatement of rental if such fire or other cause damaging or destroying the Premises shall result from the negligence or willful act of Tenant, its agents, servants, licensees, or employees; (iii) that if Tenant shall use any part of the Building other than the Premises for storage, during the period of repair, a reasonable charge shall be made therefore against Tenant; (iv) that in case the Premises or the Building shall be destroyed to the other party extent of more than one-half (1/2) of the full insurable value thereof, Landlord may at its option terminate this Lease forthwith by a written notice to Tenant within forty-forty five (45) days after the occurrence date of such the damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 If 13.1.1 Subject to terms and conditions hereof, if the Premises or the Building are totally or partially damaged or destroyed from any cause, thereby rendering the Premises totally or partially inaccessible or unusableuntenantable, then Landlord shall diligently (taking into account the time necessary to effectuate a satisfactory settlement with any insurance company involved) restore and repair and restore (i) the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were it was in prior to such damage or destruction; provided, howeverand (ii) the Original Premises, Fifth Floor Must-Take Space, Fixed Date Expansion Option Space, Unilateral Expansion Space, Identified ROFR Space and Tenanted Space leased by Tenant pursuant to the terms of this Lease, to substantially the same condition that if each such portion of the Premises was in on the date that Landlord delivered possession thereof to Tenant. 13.1.2 Within ninety (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (18090) days after the occurrence of such damage or destruction (taking into account the “Determination Period”), Landlord will provide Tenant, in writing (the “Restoration Notice”), with a good faith written estimate (based on the restoration period estimated by a third party architect, general contractor or similar professional) of the date by which the repairs and restoration will be completed, including the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans plans, bidding of contracts, and issuance of all required governmental permits. 13.1.3 If, as set forth in the Restoration Notice, the repairs and restoration to be performed by Landlord pursuant to Section 13.1.1 above cannot be completed within two (2) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after years following the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then including the time needed for removal of debris, preparation of plans, bidding of contracts, and issuance of all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) required governmental permits, Landlord and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall each have the right to terminate this Lease if by giving written notice to the other party at any time within thirty (a30) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) days following expiration of the replacement value Determination Period, which termination shall be effective as of the Buildingdate such party delivers notice of its election to terminate the Lease, whether or not and all liabilities and obligations. Base Rent and all Additional Rent otherwise to come due hereunder shall be abated from the date of the casualty in the same proportion as the untenantable portion of the Premises are damaged or destroyedbears to the whole thereof through the date on which Landlord substantially completes the repairs and restoration to be performed by Landlord pursuant to Section 13.1. 1. If neither party terminates the Lease pursuant to the terms hereof, provided Landlord shall, promptly after adjusting the leases of all other tenants in insurance claim and obtaining governmental approvals for reconstruction, commence and diligently prosecute to completion the Building are similarly terminatedrestoration pursuant to Section 13.1.1 above within the aforementioned two (2) year period.

Damage. 19.1 If the Premises all or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more part of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of the Lease Term time that all or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the a material portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated rendered untenantable as a result of such damage a fire or destructionother casualty, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only Tenant Reimbursement Amount shall xxxxx for the portion of the Premises that is usable while such repair untenantable and restoration are being madenot used by Tenant. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if if: (ai) the holder Building shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent shall be required (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in has been damaged); (ii) Landlord is not permitted by Law to rebuild the Building are similarly terminatedin substantially the same form as existed before the fire or casualty; (iii) the Premises have been materially damaged and there is less than two (2) years of the Term remaining on the date of the casualty; (iv) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (v) a substantial uninsured loss to the Building occurs. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within ninety (90) days after the date of casualty. If Landlord does not terminate this Lease, Landlord shall commence and proceed with reasonable diligence to repair and restore the Building and the Premises. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.

Damage. 19.1 If (a) Except as provided below, in case of damage to the Premises by fire or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusableother insured casualty, then Landlord shall diligently repair the damage. Such repair work shall be commenced promptly following notice of the damage and restore completed with due diligence, taking into account the Building and, only time required for Landlord to the extent effect a settlement with and procure insurance proceeds are made available from Tenant's the insurer, except for delays due to governmental regulation, scarcity of or inability to obtain labor or materials, intervening acts of God or other causes beyond Landlord's reasonable control. (b) Notwithstanding the improvements within the Premisesforegoing, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) the damage is of a nature or extent that, in Landlord's reasonable judgment such (to be communicated to Tenant within sixty (60) days from the date of the casualty), the repair and restoration canwork would require more than one hundred eighty (180) consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime) or (ii) the casualty occurs in the last Lease Year of the Term and Tenant has not exercised a renewal right, either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other within ten (10) days of Tenant's receipt of the notice from Landlord described above. Such notice is to specify a termination date no less than fifteen (15) days after its transmission. (c) If the insurance proceeds received by Landlord (or the proceeds Landlord would have received had Landlord carried the insurance required to be maintained by Landlord under Section 15(d) as dictated by the terms and conditions of any financing then existing on the Building, (excluding any rent insurance proceeds) would not be sufficient to pay for repairing the damage or are required to be applied on account of any mortgage which encumbers any part of the Premises or Building, or if the nature of loss is not covered by Landlord's insurance coverage, Landlord may elect either to (i) repair the damage as above provided notwithstanding such fact or (ii) terminate this Lease by giving Tenant notice of Landlord's election as aforesaid. (d) In the event Landlord has not completed restoration of the Premises within one hundred eighty (180) days after from the occurrence date of casualty (subject to delay due to weather conditions, shortages of labor or materials or other reasons beyond Landlord's control, Tenant may terminate this Lease by written notice to Landlord within thirty (30) business days following the expiration of such 180 day period (as extended for reasons beyond Landlord's control as provided above) unless, within thirty (30) business days following receipt of such notice, Landlord has substantially completed such restoration and delivered the Premises to Tenant for legal occupancy. If Landlord does substantially complete such work within such time period, Landlord shall complete all punch list items within sixty (60) days thereafter, provided such items can be completed within such time and if not, within a reasonable time thereafter provided Landlord is diligently pursuing such completion. (e) In the event of damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of to the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairspart thereof, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required obligation to pay the Base Fixed Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation equitably adjusted or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restorationabated. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 If the Premises or the tile Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one six (16) year months would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party Landlord shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the tile Premises which is usable after such damage or destruction) and paid to the tile date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the tile improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; tile Building-, provided, however, that Landlord (i) shall not be required to repair or restore the contents of the tile Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on oil behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the tile use of the tile whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease I-ease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the tile replacement value of the tile Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated. 19.4 If, after electing to restore the Premises, Landlord does not complete the restoration within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), Tenant shall have the right to terminate this Lease by delivering written notice to Landlord thereof within thirty (30) days after such 180-day period.

Damage. 19.1 If the Premises all or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more part of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of the Lease Term time that all or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the a material portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated rendered untenantable as a result of such damage a fire or destructionother casualty, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only Tenant Reimbursement Amount shall xxxxx for the portion of the Premises that is usable while such repair untenantable and restoration are being madenot used by Tenant. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if if: (a) the holder i)the Building shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would shall be required at a cost that will exceed fifty percent (50%) 35% of the replacement value of the Building, Building prior to the fire or other casualty (whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in has been damaged); (ii) Landlord is not permitted by Law to rebuild the Building are similarly terminatedin substantially the same form as existed before the fire or casualty; or (iii) the Premises have been materially damaged and there is less than two (2) years of the Term remaining on the date of the casualty. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within ninety (90) days after the date of casualty. If Landlord does not terminate this Lease, Landlord shall commence and proceed with reasonable diligence to repair and restore the Building and the Premises. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage. Also, in connection with the casualty, the waivers in Section 11(g) will apply.

Damage. 19.1 If 10.1 In the Premises event of the majority of the particular Time-Share Lodge being: 10.1.1 in the opinion of the Directors destroyed to the extent that the Time-Share Lodge cannot be beneficially utilised, and there is insufficient insurance cover to erect a Time-Share Lodge in substitution of the destroyed Time- Share Lodge, the Directors shall, subject to 10.4, in their discretion be entitled to elect whether or not to continue with this Agreement, provided that it shall notify the Building are totally Holder not later than 3 (three) months after the date of the relevant damage to the Time-Share Lodge or Improvements of its decision and provided further that in the event of the Directors electing not to continue with this Agreement, the Company shall be obliged to buy back the Holders shares and allocated loan for an amount equal to a proportionate share of the amount recovered from the Company’s insurers and in the event of no insurance being received then for an amount equal to the par value of the share and the face value of the allocated loan; or 10.1.2 partially damaged or destroyed thereby rendering but so that the Premises totally Time-Share Lodges or partially inaccessible or unusableImprovements can be beneficially utilised, then Landlord this Agreement shall diligently not terminate, and the Company shall as soon as is reasonably practical, proceed to rebuild, repair and restore or reinstate the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage destroyed or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to Time-Share Lodge; Provided that: 10.1.2.1 the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant Company shall be required obliged to pay expend only such amount as it recovers from its insurers; and 10.1.2.2 the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and Company shall have the right to terminate this Lease if (a) vary the holder form of construction of the Time-Share Lodge provided the Holder has substantially the same accommodation, which the Holder hereby accepts. 10.2 The Holder shall have no claim against the Company for damages or compensation under any of the circumstances set out in 10.1 or upon the exercise by the Company of any mortgage fails of its rights in terms of 10.1: 10.2.1 arising by reason of his loss of his Time-Sharing Interest whether such loss be permanent or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) temporary; 10.2.2 arising by reason of the replacement value fact that the Time-Share Lodge was not insured or adequately insured even if such failure to insure or adequately insure arose from the negligence of the BuildingCompany or any of its agents or employees, whether or not but always subject to Section 19 of the Premises are damaged or destroyedShare Blocks Act; and 10.2.3 arising out of the winding up of the Company consequent upon the destruction of the Time-Share Lodges, save for claims (if any) especially provided the leases of all other tenants for in the Building are similarly terminatedCompany’s Articles of Association. 10.3 No provision in 10.1, must be so interpreted to relieve the Holder of any liability to the Company if such damage or destruction referred to in this clause arises as a result of any negligence on the part of the Holder or arises from a breach of this Agreement by the Holder. 10.4 In the event of 10.1.1 applying the Company may only by special resolution be entitled to wind up the Company.

Damage. 19.1 18.1 If the Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty and twenty (180120) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one six (16) year months would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party Landlord shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 18.2 If this Lease is terminated pursuant to Section 19.1 18.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Premises and the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterationsalterations-, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 18.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 If the Premises or the Building are totally or partially damaged or destroyed thereby rendering in whole or in part by any fire or other casualty during the Premises totally or partially inaccessible or unusableTerm hereof, then Landlord shall diligently will repair and restore the Building and, only same to the extent insurance proceeds are made available from Tenant's insurergood tenantable condition with reasonable dispatch (not to exceed two hundred seventy (270) days), the improvements within rent herein provided for shall axxxx entirely in case the Premisesentire Premises are untenantable and prorata on an equitable basis for the portion rendered untenantable, to substantially in case a part only is untenantable, until the same condition they were in prior shall be restored to a tenantable condition. If such damage or destruction; providedrepairs cannot, however, that if (i) in Landlord's ’s reasonable judgment such repair and restoration cannot opinion, be completed within one made with two hundred eighty seventy (180270) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairsdays, then either party Landlord or Tenant (without payment of the Termination Fee) shall have the right, at its sole optionby written notice given to the other within seventy five (75) days after the date of the damage or destruction, to terminate this Lease as of the sixtieth (60th) day date of the damage or destruction and any rent attributable to a period of time after such damage or destruction shall be remitted by giving Landlord to Tenant. Landlord shall, within forty five (45) days after such damage or destruction give Tenant written notice as to whether, in Landlord’s reasonable opinion, the Premises can be restored within two hundred seventy (270) days after the date of termination the damage or destruction. If neither party elects to terminate this Lease pursuant to this Section 11.01, Landlord shall repair the Premises in accordance with this Section 11.01. The foregoing shall be subject to all of the following: (i) if Tenant shall fail to adjust its own insurance or to remove its damaged goods, wares, equipment or property within a reasonable time, and as a result thereof the repairing and restoration is delayed, there shall be no abatement of rental during the period of such resulting delay; (ii) that there shall be no abatement of rental if such fire or other cause damaging or destroying the Premises shall result from the negligence or willful act of Tenant, its agents, servants, licensees, or employees; (iii) that if Tenant shall use any part of the Building other than the Premises for storage, during the period of repair, a reasonable charge shall be made therefore against Tenant; (iv) that in case the Premises or the Building shall be destroyed to the other party extent of more than one-half (1/2) of the full insurable value thereof, Landlord may at its option terminate this Lease forthwith by a written notice to Tenant within forty-forty five (45) days after the occurrence date of such the damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 In the case of the total destruction of the Leased Premises by fire, other casualties, the elements, or other cause, or of such damage thereto as shall render the same totally unfit for occupancy by County for more than one hundred twenty(120) days, this Lease, upon surrender and delivery to Landlord by County of the Leased Premises, together with the payment of the Annual Rent to the date of such occurrence and a proportionate part thereof to the date of damage, shall terminate, and the parties shall have no further obligations or liabilities under this Lease from the date of said termination, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Term. If the Leased Premises are rendered partly untenantable by any cause mentioned in the preceding sentence, Landlord shall, at its own expense, within one hundred twenty (120) days from the date of the damage restore the Leased Premises with reasonable diligence, including without limitation modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Building, and the rent shall be abated proportionately for the period of said partial untenantability and until the Leased Premises are fully restored by Landlord to the prior or better condition. Notwithstanding the terms of the foregoing paragraph, Landlord may elect not to rebuild and/or restore the Leased Premises and/or Building and instead terminate this Lease by notifying County in writing of such termination within sixty (60) days after the date of damage, such notice to include a termination date giving County ninety (90) days, from the date of said notice, to vacate the Leased Premises. Notwithstanding the foregoing, Landlord may elect this option of termination only if the Building is damaged by fire or other casualty or cause, whether or not the Leased Premises are totally affected, and one or partially damaged or destroyed thereby rendering more of the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if following conditions is present: (i) in Landlord's reasonable judgment such repair and restoration repairs cannot reasonably be completed within one hundred eighty twenty (180120) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to from the date of termination. If this Lease is not terminated as a result of damage (when such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises repairs are made available from Tenant's insurerwithout the payment of overtime or other premiums), the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails on the Building or refuses ground or underlying lessor with respect to make the Property and/or the Building shall require that the insurance proceeds available 7for such repair and restorationor any portion thereof be used to retire the mortgage debt, (b) zoning or other applicable laws shall terminate the ground or regulations do not permit such repair and restorationunderlying lease, as the case may be, or (ciii) the cost of repairing and restoring damage is not fully covered, except for deductible amounts, by Landlord’s insurance policies. In addition, if the Leased Premises or the Building would exceed fifty percent (50%) is destroyed or damaged to any substantial extent during the year of the replacement value Term, then notwithstanding anything contained in this Section, Landlord or County shall have the option to terminate this Lease by giving written notice to the other of the Buildingexercise of such option within thirty (30) days after such damage or destruction, whether or not in which event this Lease shall terminate as of the Premises are damaged or destroyeddate of such notice. Upon any such termination of this Lease pursuant to this section, provided County shall pay the leases Annual Rent and Operating Expenses properly apportioned up to such date of termination, and thereafter both parties shall be released and discharged of all other tenants further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the Building are similarly terminatedexpiration or earlier termination of the Term.

Damage. 19.1 If Risk of loss up to and including the Premises Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of any “Material Damage” (as defined below) to or destruction of the Building are totally Property or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusableany portion thereof, then Landlord shall diligently repair and restore the Building andBuyer may, only at its option, by notice to the extent insurance proceeds are made available from Tenant's insurer, the improvements Sellers (with a copy to Escrow Holder) given within the Premises, to substantially the same condition they were ten (10) Business Days after Sellers notifies Buyer in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence writing of such damage or destruction (taking into account and if necessary the time needed for effecting a satisfactory settlement with Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit (less the Independent Contract Consideration) to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any insurance company involvedother obligations set forth herein which expressly survive the termination of this Agreement), removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more proceed under this Agreement with no adjustment of the Premises or fifty percent Purchase Price, receive any insurance proceeds (50%) or more of the Building is damaged including any rent loss insurance applicable to any period on and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destructionClosing Date) and paid to the date of termination. If this Lease is not terminated due Sellers as a result of such damage or destructiondestruction and assume responsibility for such repair, then until such repair and restoration of the Building and, provided Buyer shall receive a credit at Closing for any deductible amount under said insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant policies and any other personal property of Tenant, and uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall be required proceed to repair Closing as provided in clause (ii) above. “Material damage” and restore “Materially damaged” means damage (w) resulting in the improvements within the Premises only Property not complying with all legal requirements applicable to the extent Property, (x) reasonably exceeding $300,000 or (y) that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to entitles any compensation or damages from Landlord for loss tenant of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right Property to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restorationits Lease, or (cz) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Buildingwhich, whether in Buyer’s or not the Premises are damaged or destroyedSellers’ reasonable estimation, provided the leases of all other tenants in the Building are similarly terminatedwill take longer than 150 days to repair.

Damage. 19.1 If the Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage shall be destroyed or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage damaged by fire or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially completeany other casualty, Tenant shall be required immediately give notice thereof to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being madeLandlord. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or If any portion of the Premises or for Project shall be destroyed or damaged by fire or any inconvenience or annoyance occasioned by any such damageother casualty, repair or restoration. 19.3 Notwithstanding anything herein to the contrarythen, Landlord unless this Lease is terminated in accordance with this Xxxxxxxxx 00, Xxxxxxxx shall not be obligated proceed with reasonable diligence to restore and repair the portion of the Premises or Project damaged. If the Building Premises are rendered untenantable for more than five (5) consecutive Business Days in whole or in material part by reason of such casualty (subject to the limitation of Paragraph 21(b)), Tenant as its sole and exclusive remedy shall have be entitled to an equitable abatement of the right Rent hereunder (subject to terminate this Lease if the limitation in Paragraph 21(c) below) until such time as the damaged portion of the Premises (exclusive of any of Tenant’s Property or Tenant’s improvements) are repaired or restored by Landlord to the extent required hereby. In the event (a) the holder of any mortgage fails Building shall be destroyed or refuses to make substantially damaged by a casualty that is not covered by Landlord’s insurance proceeds available 7for such repair and restorationwould not have been covered if Landlord had maintained the insurance required by this Lease, or (b) zoning or other applicable laws or regulations do not permit such repair and restorationthe entire Building is destroyed, or (c) the cost if so much of repairing and restoring the Building would exceed fifty percent is destroyed that the same cannot be restored to substantially the condition existing prior to such casualty within two hundred seventy (50%270) days after the date thereof, then Landlord or Tenant may terminate this Lease by written notice to the other within sixty (60) days after the date of such casualty whereupon all Rent accrued up to the replacement value time of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all such termination and any other tenants in the Building are similarly terminatedsums due and owing shall be paid by Tenant to Landlord (less any sums then due and owing Tenant by Landlord) and any remaining sums due and owing by Landlord to Tenant shall be paid to Tenant.

Damage. 19.1 If Except as otherwise provided in this Lease, if the improvements located on the Premises are damaged and such damage was caused by fire or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusableother peril covered by HOLA’s insurance, then Landlord shall diligently HOLA agrees to repair and restore the Building and, only such damage to the extent insurance proceeds set forth in this Section, and this Lease shall continue in full force and effect. If (1) such improvements are made available from Tenant's insurerdamaged as the result of any cause other than perils covered by HOLA’s insurance, or (2) during the last twenty (20) years of the Term of this Lease such improvements within are damaged as the Premisesresult of fire or other perils covered by HOLA’s insurance, and the cost to substantially repair such damages (as determined by HOLA in good faith) shall exceed thirty-five percent (35%) of the same condition they were in prior full replacement cost of the improvements, or (3) during the last ten (10) years of the Term of this Lease such improvements are damaged as a result of fire or other peril covered by HOLA’s insurance, and the cost to repair such damage or destruction; provided(as determined by HOLA in good faith) shall exceed fifteen percent (15%) of the full replacement cost of the improvements, howeverthen HOLA may, that if at HOLA’s option, either (i) repair such damage as soon as reasonably practicable at HOLA’s sole cost and expense, in Landlord's reasonable judgment such repair which event this Lease shall continue in full force and restoration cannot be completed effect, or (ii) give written notice to CITY within one hundred eighty ninety (18090) days after the date of occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans HOLA’s intention to cancel and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth thirty (60th30) day days after such damage or destruction by giving written notice of termination the intention to cancel and terminate. Upon such termination, HOLA shall, ifrequested by CITY, complete demolition ofthe damaged Center or other damaged improvement. Notwithstanding the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 aboveforegoing, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destructionwhile any Leasehold Mortgage remains outstanding, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for following a casualty and the determination to replace any damaged improvements shall be governed by the Leasehold Mortgage and any documents related to such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminatedLeasehold Mortgage.

Damage. 19.1 If In the Premises or event that the Building or Premises are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusablefor any reason whatsoever and Tenant is unable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from in Tenant's insurer, the improvements within the Premisesreasonable business judgement, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence carry on its normal business operations for a period of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-forty five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 abovemore, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if by giving written notice of such termination to the Landlord no later than thirty (30) days after the occurrence of such damage. Upon such termination, Tenant's obligations hereunder and each of them, including the obligation to pay rent, shall cease and determine as of the day the Premises were so damaged. If in Tenant's reasonable business judgement, it is unable to carry on its normal business operations for a period of less than forty five (45) days because of such damage, rent shall abatx (xx any free rent period provided for in Paragraph 3 hereof shall be extended) for the period the Premises are untenantable. In the event the Premises are partially damaged by fire or other casualty and Tenant shall determine that it is able to carry on its normal business operations, Tenant shall pay rent for only such portion of the Premises which Tenant in its determination may reasonably occupy during the time required to make repairs. All repairs necessary to restore the Premises to its original condition shall be: (a) commenced within thirty (30) days after the holder occurrence of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, damage; (b) zoning or other applicable laws or regulations do not permit such repair performed in a diligent and restoration, or workmanlike manner with material of at least the same quality utilized originally in the construction of the Premises; (c) the cost completed by Landlord at Landlord's sole expense with a minimum of repairing and restoring the Building would exceed fifty percent (50%) interference with Tenant's normal business operations. If in Tenant's determination Landlord shall not have performed any of the replacement value of the Buildingabove obligations in strict compliance therewith, whether then Tenant may, but shall not be required to, undertake such obligations, and all costs and expenses incurred by Tenant as a result thereof may be deducted from any rent or not the Premises are damaged other payment due or destroyed, provided the leases of all other tenants in the Building are similarly terminatedto become due hereunder.

Damage. 19.1 If In the Premises or event that the Building or Premises are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusablefor any reason whatsoever and Tenant is unable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premisesin Tenants reasonable business judgement, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence carry on its normal business operations for a period of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-forty five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially completemore, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if by giving written notice of such termination to the Landlord no later than thirty (30) days after the occurrence of such damage. Upon such termination, Tenant's obligations hereunder and each of them, including the obligation to pay rent, shall cease and determine as of the day the Premises were so damaged. If in Tenant's reasonable business judgement, it is unable to carry on its normal business operations for a period of less than forty five (45) days because of such damage, rent shall abatx (xx any free rent period provided for in Paragraph 3 hereof shall be extended) for the period the Premises are untenantable. In the event the Premises are partially damaged by fire or other casualty and Tenant shall determine that it is able to carry on its normal business operations, Tenant shall pay rent for only such portion of the Premises which Tenant in its determination may reasonably occupy during the time required to make repairs. All repairs necessary to restore the Premises to its original condition shall be: (a) commenced within thirty (30) days after the holder occurrence of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, damage; (b) zoning or other applicable laws or regulations do not permit such repair performed in a diligent and restoration, or workmanlike manner with material of at least the same quality utilized originally in the construction of the Premises; (c) the cost completed by Landlord at Landlord's sole expense with a minimum of repairing and restoring the Building would exceed fifty percent (50%) interference with Tenant's normal business operations. If in Tenant's determination Landlord shall not have performed any of the replacement value of the Buildingabove obligations in strict compliance therewith, whether then Tenant may, but shall not be requited to, undertake such obligations, and all costs and expenses incurred by Tenant as a result thereof may be deducted from any rent or not the Premises are damaged other payment clue or destroyed, provided the leases of all other tenants in the Building are similarly terminatedto become due hereunder.

Damage. 19.1 If the building in which the Premises is located ------ and/or the parking garage or the Building are totally or partially other Common Facilities shall be damaged or destroyed thereby rendering by fire or other casualty, LESSOR, at LESSOR'S sole cost and expense, shall promptly and diligently proceed to adjust the loss with the insurance companies and arrange for the disbursement of insurance proceeds, and repair, rebuild or replace such buildings, the parking garage or other Common Facilities, and other improvements, so as to restore the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair building and/or the parking garage and restore the Building and, only other improvements to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition in which they were in immediately prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after destruction to the occurrence extent reasonably practical. 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 (taking into account such excess being referred to herein as the time needed for effecting "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 satisfactory settlement with any bank, savings association, insurance company involvedor other similar institutional lender having capital surplus and undivided profits of at least $50,000,000.00; herein called "Institutional Lender"), removal 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 debrispaying the fair and reasonable cost of restoring such building, preparation of plans garage and issuance of all required governmental permits) other improvements. Such Net Insurance Proceeds shall be released to LESSOR, or (ii) twenty percent (20%) or more of to LESSOR'S contractors, from time to time as the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairswork progresses, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 abovesuch requirements and limitations as may be reasonably acceptable to LESSEE, then all rent shall be apportioned LESSOR and LESSOR'S mortgagee (based on if the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destructionmortgagee so requires), then until such repair and restoration of the Building andincluding, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available lien waivers from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss each of the use of contractors, subcontractors, materialmen and suppliers performing the whole or work. If the Net Insurance Proceeds (less any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated 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 Building damaged building or other improvements, then the amount of such excess Net Insurance Proceeds shall be paid to LESSOR or retained by the insurance carrier upon the completion of such repair, rebuilding or replacement. Rent shall xxxxx proportionally during restoration. In the event that, in the opinion of an architect retained by LESSEE and shall have acceptable to LESSOR, the right Premises cannot be 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 Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminatedLease.

Damage. 19.1 If a. Except as provided below, in case of damage to the Premises by fire or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusableother insured casualty, then Landlord shall diligently repair and restore the Building anddamage, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, provided however, that Landlord's obligation to repair any Alterations performed by Tenant after the Commencement Date shall be subject to Tenant complying with the terms of Paragraph 18(g) below. Such repair work shall be commenced promptly following notice of the damage and completed with due diligence, taking into account the time required for Landlord to effect a settlement with and procure insurance proceeds from the insurer, except for delays due to governmental regulation, scarcity of or inability to obtain labor or materials, intervening acts of God or other causes beyond Landlord's reasonable control. b. Notwithstanding the foregoing, if (i) the damage is of a nature or extent that, in Landlord's reasonable judgment such (to be communicated to Tenant within sixty (60) days from the date of the casualty), the repair and restoration cannot be completed within one work would require more than two hundred eighty ten (180210) consecutive days to complete after the occurrence of such damage or destruction casualty (taking into account the time needed for effecting a satisfactory settlement with any insurance company involvedassuming normal work crews not engaged in overtime), removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent if more than thirty (2030%) or more percent of the Premises or fifty percent (50%) or more total area of the Building is damaged and less than one extensively damaged, or (1iii) year would remain the casualty occurs in the last Lease Year of the Lease Term or any and Tenant has not exercised a renewal thereof upon completion of the repairsright, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other within ten (a10) days of Tenant's receipt of the holder notice from Landlord described above. Such notice is to specify a termination date no less than fifteen (15) days after its transmission. c. If the insurance proceeds received by Landlord as dictated by the terms and conditions of any financing then existing on the Building, (excluding any rent insurance proceeds) would not be sufficient to pay for repairing the damage or are required to be applied on account of any mortgage fails which encumbers any part of the Premises or refuses Building, or if the nature of loss is not covered by Landlord's fire insurance coverage, Landlord may elect either to make (i) repair the damage as above provided notwithstanding such fact or (ii) terminate this Lease by giving Tenant notice of Landlord's election as aforesaid. d. In the event Landlord has not completed restoration of the Premises within two hundred ten (210) days from the date of casualty (subject to delay due to weather conditions, shortages of labor or materials or other reasons beyond Landlord's control, Tenant may, so long as such delay is not caused, in whole or in part, by Tenant, terminate this Lease by written notice to Landlord within thirty (30) business days following the expiration of such 210 day period (as extended for reasons beyond Landlord's control as provided above) unless, within thirty (30) business days following receipt of such notice, Landlord has substantially completed such restoration and delivered the Premises to Tenant for occupancy. Notwithstanding the foregoing, in the event Tenant is responsible for the aforesaid casualty, Tenant shall not have the right to terminate this Lease if Landlord is willing to rebuild and restore the Premises. e. In the event of damage or destruction to the Premises or any part thereof, Tenant's obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated. f. This Lease sets forth the terms and conditions upon which this Lease may terminate in the event of any damage or destruction. Accordingly, the parties hereby waive the provisions of California Civil Code Section 1932, Subsection 2, and Section 1933, Subsection 4 (and any successor statutes thereof permitting the parties to terminate this Lease as a result of any damage or destruction). g. In the event of any damage or destruction of all or any part of the Premises, Tenant shall immediately deliver to Landlord all insurance proceeds available 7for such repair received by Tenant with respect to the all Alterations performed by Tenant in the Premises after the Commencement Date (excluding proceeds for Tenant's furniture and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Buildingpersonal property), whether or not this Lease is terminated as permitted in this Article 18, and Tenant hereby assigns to Landlord all rights to receive such insurance proceeds. If, for any reason (including Tenant's failure to obtain insurance for the Premises full replacement cost of the Alterations which Tenant is required to insure under this Lease), Tenant fails to receive insurance proceeds covering the full replacement cost of such Alterations which are damaged damaged, Tenant shall be deemed to have self-insured the replacement cost of such Alterations, and upon any damage or destroyeddestruction thereto, provided Tenant shall immediately pay to Landlord the leases full replacement cost of all other tenants in the Building are similarly terminatedsuch items, less any insurance proceeds actually received by Landlord from Landlord's or Tenant's insurance with respect to such items.

Damage. 19.1 (a) If the Leased Premises is damaged by fire or other catastrophe, either party may take reasonable steps to secure undamaged property from theft and additional damage. (b) Except as provided in subsection (e), Landlord shall repair all damage to the Leased Premises and the Building are totally or partially damaged or destroyed thereby rendering including the Premises totally or partially inaccessible or unusable, then improvements installed by any tenant(s) of the Building. Landlord shall commence the repair as soon as reasonably possible after the damage and shall diligently prosecute the repair until completion. (c) Rent shall xxxxx from the date of the damage to the earlier to occur of (i) the 30th day after the repair has been substantially completed and restore the Building andentire Leased Premises are available to Tenant and suitable for the Intended Uses; or (ii) the date Tenant resumes operation of its business throughout the entire Leased Premises. If the Leased Premises are repaired such that they are partially tenantable and Tenant determines to operate from the tenantable portion, Rent shall xxxxx only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were and in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement proportion with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Building that is not reasonably usable for the operation of Tenant's business consistent with Tenant's past practice. (i) Notwithstanding the foregoing, except as provided in subsection (e), if Landlord fails to substantially complete the repair within 180 days of the date the damage occurs, or if the damage occurs in the last 36 months of the term, Tenant may elect to terminate the Lease and surrender the Leased Premises which to Landlord. If Landlord has not substantially completed the repairs within 180 days of the date the damage occurred and if Tenant terminates this Lease pursuant to this subsection (d), Landlord agrees to immediately pay Tenant the then unamortized cost of Tenant's investment in the Leased Premises as of the date Tenant elects to terminate the Lease, and Landlord's obligation shall survive the termination of the Lease. This Section shall govern in lieu of Section 227 of the Real Property Law. (ii) The following is usable after an example of amortization; it is not intended to create or limit rights pursuant to this Lease. If X invests $100 in a leased premises on or before the commencement of the term of a 10 year lease, the investment would be amortized over the term at the rate of $10.00 per year. If X invests $800 as of the end of the second year of a 10 year lease, the investment is amortized over the remainder of the term at the rate of $100 per year. As of the end of the sixth year of the lease, the then unamortized amount of X's investment is $40 plus $400 for a total of $440. (e) If the Leased Premises is damaged by fire or other catastrophe and Landlord has not yet physically commenced the repair in a bona fide manner (excluding securing of damaged property in accordance with subsection (a)), Tenant may request Landlord approve Tenant's performance of the repair of the damage in Landlord's stead. Landlord shall not unreasonably withhold its approval. Tenant shall not be deemed to have made such damage or destruction) request unless Tenant sends written notice of the request to Landlord. If Tenant requests Landlord's approval to repair the damage, and paid Landlord approves, Tenant and not Landlord shall perform Landlord's repair obligations pursuant to subsection (b), and Tenant shall be deemed to have waived its right to terminate the Lease pursuant to the date of termination. If this Lease is not terminated preceding subsection (d) as a result of such the particular fire or other catastrophe or the failure to complete its repair (but not as to any subsequent fire or catastrophe). If Tenant repairs the damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially completepursuant to this subsection (e), Tenant shall be required commence the repair as soon as practicable after Landlord has approved performance by the Tenant and shall diligently prosecute the repair until it has been completed. If Tenant performs the repair, Landlord agrees to pay the Base Rent and Additional Rent only Tenant for the portion costs paid or incurred by Tenant in performing the repair on or before the fifteenth day after Tenant has sent a statement requesting the reimbursement including bills or other documents reasonably supporting the request. This includes all costs and expenses for all labor, materials, overhead, contractor profit, and all other costs and expenses paid or incurred by Tenant for the repair including the amounts paid or incurred with respect to any contractors hired by Tenant to perform the work. After the commencement of the Premises that is usable while such repair repair, Tenant may xxxx Landlord periodically or from time to time for costs and restoration are being madeexpenses paid or incurred by Tenant through the date of the statement. A payment shall be due Tenant on or before the fifteenth day after Tenant has sent Landlord a statement requesting the payment. If Tenant performs repairs in accordance with this subsection (e), Landlord shall bear the expenses cause any mortgagee of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed any interest in the Premises Land and/or Building to apply any insurance proceeds in its possession arising from insurance maintained by or on behalf of Landlord to be promptly paid directly to the Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only on Landlord's behalf to the extent that insurance proceeds for same are made available from Tenantnecessary to satisfy Landlord's insurer. Tenant payment obligations pursuant to this Lease, but Landlord's payment or performance obligations shall not be entitled deemed limited to the proceeds of any compensation insurance policy maintained by or damages from Landlord for loss on behalf of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restorationLandlord. 19.3 (f) Notwithstanding anything herein in subsection (e) to the contrary, if Landlord shall not be obligated fails to restore commence, continuously prosecute the Premises performance with due diligence, or complete a repair, and the Building and shall have the right failure becomes an Event of Default, Tenant may nevertheless exercise its remedies pursuant to terminate this Lease if (a) including performing the holder of any mortgage fails or refuses repair at Landlord's expense and on Landlord's behalf in order to make insurance proceeds available 7for such repair cure Landlord's default and restoration, (b) zoning or including Tenant's other applicable laws or regulations do not permit such repair rights and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminatedremedies pursuant to Section 13.2.