Common use of DESTRUCTION OF OR DAMAGE TO PREMISES Clause in Contracts

DESTRUCTION OF OR DAMAGE TO PREMISES. If the whole or any part of the Premises shall be damaged or destroyed by any casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up to the date of such casualty. In no event shall Tenant have any right to terminate this Lease if the casualty in question was caused or contributed to by Tenant, its agents, employees, contractors or invitees.

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the whole Premises are damaged by fire or any part of other Casualty prior to the Premises shall be damaged or destroyed by any casualtyConversion Date, then the base rental payable by then, except as expressly provided in paragraph 10(d), Tenant to Landlord hereunder shall be equitably abated or adjustedshall, as the case may beat its expense, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of repair such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild restore the Premises to substantially the same or better condition in which the Premises were immediately as existed before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage fire or destruction. On such terminationother Casualty using materials of the same or better grade than that of the materials being replaced (herein, base rental, Taxes (as hereinafter defineda “Casualty Repair”) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, remain in full force and rental effect. Such repair and replacement by Tenant shall be accounted for as between Landlord done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant as of that dateshall, at its expense, obtain all permits required for such work. In the event of such terminationAn architect or engineer selected by Landlord shall review, rental shall be prorated at Tenant’s expense, all plans and paid up to the date of such casualty. specifications and all draw requests hereunder. (b) In no event shall Tenant have any right to terminate Fixed Rent or Additional Rent xxxxx, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction or other Casualty. With respect to a Casualty occurring prior to the Premises Conversion Date, provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the casualty total cost set forth in question was caused such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or contributed shall cause to be made available to Tenant all net insurance proceeds actually received by TenantLandlord on account of such Casualty, its agentsfor application to the costs of such approved repair and restoration, employeesas set forth below. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, contractors or invitees.the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. If the whole or any part of the Premises shall be are damaged or destroyed by any fire or other casualty, then this Lease and all of its terms, covenants and conditions shall, subject to the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjustedprovisions hereinafter set forth, as the case may becontinue in full force and effect; provided, in light of the impairment to that portion if more than fifty percent (50%) of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repairrendered unusable for Tenant’s intended use and, restorationin Landlord’s reasonable opinion, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially cannot be restored within one hundred eighty (180) days after the condition in which the Premises were immediately before date of such damage or destruction, in accordance with or if the specifications reasonably approved by proceeds from Landlord. Tenant shall diligently execute such repair’s insurance remaining (after required payment to any mortgagee, restorationlender or lessor of Landlord, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenant, Landlord shall make available if any) are insufficient to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with repair such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, then either Landlord or Tenant may elect shall have the right, at the option of either party, to terminate this Lease by giving the other written notice served on the other party within sixty (60) days after such damage or destruction. Within thirty (30) days after the occurrence date of such damage or destruction, Landlord shall give notice to Tenant of its reasonable opinion as to the number of days needed to restore the Premises so that Tenant may resume normal business operations therein. On such terminationNotwithstanding anything to the contrary in this Lease, base rentalin the event that the Premises is damaged, Taxes but not so destroyed (as hereinafter definedset forth above) to terminate the Lease, or Landlord elects to rebuild, and any other sums payable by Tenant to provided that the Term of this Lease shall have at least fifteen (15) months remaining, and that applicable laws shall permit, then, and in those events, the Landlord hereunder shall be prorated as repair and rebuild the Premises with reasonable diligence. Notwithstanding the foregoing: (i) (A) in the event there is less than two (2) years of the termination date. If all Lease Term remaining, or substantially all (B) in the event Landlord’s mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt and Landlord does not promptly commit to restore with Landlord’s funds, or (C) in the event of any material uninsured loss to the Building and Premises are destroyed and Landlord does not promptly commit to restore with Landlord funds, then Tenant may terminate this Lease by stormnotifying Landlord in writing of such termination within ninety (90) days after the date of such casualty, fireor (ii) if the written estimate states that the Premises cannot be restored to substantially the condition that existed prior to the casualty within one hundred eighty (180) days of the casualty, lightningthen Tenant may, earthquake or other at its option, terminate this Lease by notifying the Landlord in writing of such termination within one hundred twenty (120) days after the date of such casualty. Within sixty (60) days of such casualty, Landlord shall notify Tenant whether the Premises cannot be restored to the condition that existed prior to the casualty within one hundred eighty (180) days of the casualty. In addition, if the Premises is not restored within two hundred seventy (270) days after the date of such casualty, then Tenant may, at its option, send a 30 day notice to terminate this Lease and if the Premises is not restored by the end of such 30 day period, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that dateautomatically terminate. In the event of such terminationany termination under this Section 13, rental Rent shall be prorated apportioned and paid up to the date of such casualty. In no event shall Tenant have any right to terminate If the Premises are damaged, but this Lease if is not terminated, Rent shall xxxxx in such proportion as use of the casualty in question was caused Premises has been destroyed, and Landlord shall, subject to the receipt of sufficient insurance proceeds, promptly restore the Premises to substantially the same condition as before damage, whereupon full rental shall recommence. Landlord shall not be responsible for restoring or contributed to by insuring Tenant, its agents, employees, contractors or invitees’s Property.

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If any Improvements and/or Equipment – Landlord is damaged by Casualty during the whole or any part Term of this Lease, Tenant shall, subject to the Premises shall be damaged or destroyed by any casualtyterms of this Lease (including paragraph 14 below), then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of (a) repair such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the restore such Improvements for which and/or Equipment – Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the same or better condition as existed before the occurrence of such Casualty using materials of the same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) and (b) this Lease shall remain in which full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the Premises were immediately before standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications for Casualty Repairs and (if applicable as provided below) all draw requests hereunder. In no event shall Fixed Rent or Additional Rent xxxxx, nor shall this Lease terminate by reason of such damage or destruction, except as expressly provided in accordance with the specifications reasonably approved paragraph 14 below. Provided that no Event of Default by Landlord. Tenant shall diligently execute such repairthen exist under this Lease, restorationall insurance proceeds (and other amounts) payable for the performance of Casualty Repairs shall be paid to Tenant (or to the Proceeds Trustee, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenantas applicable), and Landlord shall make available to Tenant any all insurance proceeds that actually received by Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost Mortgagee on account of such repairs and restoration (as evidenced by paid invoices delivered Casualty for application to Landlord)the costs of such Casualty Repair. All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and Casualty Repairs shall be performed in a goodcompliance with the terms of this Lease, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liensincluding paragraph 23 below. Notwithstanding anything to the contrary contained herein, if that Tenant shall have no obligation to perform any Casualty Repairs with respect to any damage or destruction to the Premises resulting from any Casualty which occurs during the last three eighteen (318) years months of the Term Term, and to the estimated cost extent that Tenant elects not to repair exceeds twenty-five percent make any such Casualty Repairs during such period, all insurance proceeds payable with respect to the Improvements and Equipment – Landlord shall be payable to or at the direction of Landlord (25 per centbut Tenant shall be entitled to receive all insurance proceeds payable with respect to Tenant’s Property). (b) For all Casualty Repairs, the following apply: (i) As used herein the “Casualty Threshold” means $500,000; provided, however, that if Tenant, at the time of such Casualty, has a Credit Rating meeting the Investment Grade Criteria, then the “Casualty Threshold” shall be $2,000,000. If the Net Casualty Proceeds are less than the Casualty Threshold at the time of the full replacement applicable Casualty, such Net Casualty Proceeds shall be paid to Tenant to apply to the cost of restoration. If the PremisesNet Casualty Proceeds are equal to or greater than the Casualty Threshold at the time of the applicable Casualty, or damage such Net Casualty Proceeds shall be paid to the Premises renders Proceeds Trustee (herein called the “Restoration Fund”) for release to Tenant as restoration progresses, subject to and in accordance with paragraph 23(b). If Landlord mortgages the Premises unusable with a Mortgage, the Mortgagee thereunder may, at its option be appointed Proceeds Trustee for Tenant’s purposes, either so long as such Mortgage remains outstanding and such Mortgagee does not Control Landlord or is not Controlled by or under Common Control with Landlord. Insurance proceeds shall be deposited in an interest bearing account and interest shall be distributed to Tenant may elect to terminate this Lease upon completion of said installation, repair, replacement or rebuilding, provided no default has occurred and is continuing hereunder. All checks drawn on said account shall be signed by written notice served on the other party within sixty (60) days after the occurrence Proceeds Trustee. Provided that no Event of such damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable Default by Tenant to Landlord hereunder shall exist under this Lease, insurance proceeds shall be prorated as of disbursed to Tenant by the termination date. If all or substantially all of Proceeds Trustee under the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up to the date of such casualty. In no event shall Tenant have any right to terminate this Lease if the casualty in question was caused or contributed to by Tenant, its agents, employees, contractors or invitees.following procedure:

DESTRUCTION OF OR DAMAGE TO PREMISES. If In the whole event that all or any part of the buildings on the Premises shall be damaged or destroyed by any as a result of fire or other casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation (a) and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with tenant’s reasonable judgment, materially adversely affects the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation operation of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest business in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction and occurs during the last three (3) years year of the Term and Term, Tenant shall have the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect right to terminate this Lease by providing written notice served on the other party of such termination to Landlord within sixty one-hundred (60100) days after the occurrence of such damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up to the date of such casualty; and (b) in all events Tenant shall use commercially reasonable efforts to restore, rebuild and/or replace the Landlord’s Work to the same or better condition that existed on the date of such damage or destruction (it being understood and agreed that Tenant shall have no obligation to restore, rebuild or replace any of Tenant’s or other improvements on the Premises other than Landlord’s Work). In no event Tenant shall have the right to use all insurance proceeds payable in connection with any such damage or destruction to so restore, rebuild and/or replace Landlord’s Work and any other improvements on the Premises (including without limitation the Premises and Tenant’s improvements and personal property therein). If Tenant have any right elects to terminate this Lease if pursuant to this Section 9 above, Tenant shall transfer to Landlord an amount of the casualty insurance proceeds actually received by Tenant for damage or destruction attributable to Landlord’s Work to the extent Tenant has not restored, rebuilt or replaced Landlord’s Work; the remainder of such insurance proceeds shall be transferred to and become the property of Tenant. In the event Tenant is obligated to restore, rebuild and/or replace Landlord’s Work pursuant to this Section 9, Landlord shall cooperate with Tenant in question was caused or contributed to connection with such efforts by Tenant, its agents, employees, contractors or invitees.including without limitation by executing permitting and other

DESTRUCTION OF OR DAMAGE TO PREMISES. If the whole or any part of the Premises shall be damaged or destroyed by any casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are totally destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, destruction and rental shall be accounted for as between Landlord and Tenant abated as of such date. If the Premises are damaged, but not wholly destroyed by any of such casualties, rental shall xxxxx in such proportion as use of Premises has been destroyed, and Landlord shall restore (i) the Building as modified by the Landlord's Work and as expanded (if at all) onto the Adjacent Land and (ii) any portion of the Tenant's Work for which Landlord pays Tenant pursuant to the terms of paragraph 3 of Exhibit "C" to substantially the same condition as existed before such casualty as speedily as practicable; provided, however, that dateif the damage shall be so extensive that the same cannot be reasonably repaired and restored within nine (9) months from the date of the casualty, then Tenant may terminate this Lease by giving written notice to Landlord within thirty (30) days from the date that either party notifies the other that such party has determined that the repair and restoration work cannot reasonably be completed within such nine (9) month period. In the event of such termination, rental shall be prorated and paid up to abated as of the date of such casualty. In no event shall Landlord be responsible for repairing or restoring the Tenant's Work, any personal property of Tenant have or any alterations or improvements made by Tenant (other than portions of Tenant's Work for which Landlord has paid Tenant pursuant to the terms of Exhibit "C"). Tenant's right of rental abatement provided above shall expire on the earlier to terminate occur of (i) the date on which Tenant reopens for business in the damaged portion of the Premises; or (ii) the date on which the work required to be performed by Landlord pursuant to this paragraph 10 is substantially complete. Subject to all of the terms and conditions of this Lease if (but subject to the casualty rent abatement provided for in question was caused or contributed to by this paragraph 10), so long as Tenant, its agents, representatives, employees, contractors or inviteesand invitees do not interfere with Landlord's performance of the work required to be performed by Landlord pursuant to the terms of this paragraph. Tenant shall have the right to enter the Premises prior to the date of substantial completion of such work to be performed by Landlord for the purpose of performing any work which is Tenant's responsibility pursuant to the terms of this paragraph.

DESTRUCTION OF OR DAMAGE TO PREMISES. If the whole or any part of the Premises shall be (are damaged or destroyed by any casualtyso that the Premises becomes totally or partially untenantable, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated required, to the extent of available insurance proceeds, to repair or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild restore the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation state of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (its existence as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and date of this Lease as expeditiously as is practical under the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premisescircumstances, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or unless Tenant may elect elects to terminate this Lease as hereinafter described in this Section. Any insurance proceeds received by Landlord with respect to Tenant’s trade fixtures, property owned by Tenant, or property which Tenant may remove from the Building pursuant to this Lease, and not used for repair or rebuilding such items, shall be held in trust for Tenant and delivered to Tenant upon request. Tenant may terminate this Lease by giving written notice served on to the other party Landlord within sixty thirty (6030) days after the occurrence of such any damage or destruction. On such terminationdestruction to the Premises which will, base rentalin the opinion of an independent third party architect or engineer, Taxes reasonably renders more than Fifty (as hereinafter defined50%) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all Percent of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted untenantable for as between Landlord and Tenant as of that datea period longer than Ninety (90) days. In the event of such terminationthat this Lease is terminated, rental neither party shall be prorated further obligated to the other except that Tenant shall be responsible to pay Landlord all rent and paid up other charges due hereunder to the date of such casualtytermination. Tenant may remove any non-structural improvements made by Tenant or other property owned by Tenant. In no the event that the Premises are damaged or destroyed by fire, storm, or other casualty so that the Premises shall be rendered totally or partially untenantable, the until the Premises are rebuilt or restored to their former condition by Landlord, the payment of rent shall be reduced in the same proportion as the number of square feet of the Premises occupied by the Tenant have any right prior to terminate this Lease if the casualty in question was caused loss or contributed destruction. Rental shall automatically be reinstated as portions of the Premises are returned to use by Tenant, Tenant (provided it is commercially reasonable for Tenant to conduct at least a portion of its agents, employees, contractors business thereon) and shall be fully reinstated upon completion of the repairs or inviteesrestoration by Landlord.

DESTRUCTION OF OR DAMAGE TO PREMISES. If any Site is damaged by fire or other Casualty during the whole Term of this Lease, Tenant shall (a) repair such damage and restore such Site to substantially the same or any part better condition as existed before the occurrence of such fire or other Casualty, using materials of the Premises same or better grade than that of the materials being replaced (herein, a "CASUALTY REPAIR"), and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be damaged done in accordance with paragraph 23 of this Lease and the standards of paragraph 9 of this Lease and Tenant shall, at its expense, obtain all permits required for such work. An architect or destroyed engineer selected by Landlord shall review (except with respect to the existing damage at the Oakzanita Site), at Tenant's expense, all plans and specifications for any casualtyCasualty Repair with a cost equal to or greater than $50,000 and all draw requests related thereto. In no event shall Fixed Rent or Additional Rent xxxxx, then the base rental payable nor shall this Lease terminate by reason of such damage or destruction. Provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has: (i) delivered to Landlord hereunder plans and specifications and a budget for such Casualty Repair (all of which Landlord shall be equitably abated have approved), and (ii) deposited with Landlord or adjustedthe Proceeds Trustee cash in the sum equal to the excess, as the case may beif any, in light of the impairment to that portion total cost set forth in such approved budget over the amount of the Premises of which Tenant is deprived insurance proceeds received on account of such damage or destruction or Casualty, then to the work of repair, restoration, replacement or rebuilding. In the event of any damage extent such proceeds are made available to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenantfrom Mortgagee, Landlord shall make available to Tenant any all insurance proceeds that actually received by Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost on account of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a goodCasualty, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything for application to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence costs of such damage or destructionapproved repair and restoration, as set forth below. On such terminationFor all Casualty Repairs, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder the following shall be prorated as of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up to the date of such casualty. In no event shall Tenant have any right to terminate this Lease if the casualty in question was caused or contributed to by Tenant, its agents, employees, contractors or invitees.apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the whole Premises, or any part thereof, are damaged by fire or other casualty during the Term, Tenant shall promptly and diligently repair such damage and restore the Premises to substantially the same or better condition as existed before the occurrence of such fire or other casualty, using materials of the Premises same or better grade than that of the materials being replaced, and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be damaged done in accordance with Sections 9 and 22 herein, subject to then Applicable Laws, and Tenant shall, at its expense, obtain all permits required for such work. In no event shall Fixed Rent or destroyed Additional Rent xxxxx, nor, subject to Section 10(c), shall this Lease terminate by any casualtyreason of such damage or destruction. Provided that (i) no Material Event of Default has occurred hereunder and is continuing and (ii) Tenant has delivered to Landlord plans and specifications for such repair and restoration (all of which Landlord shall have approved in accordance with, and to the extent required, under this Lease), then the base rental payable subject to compliance by Tenant with the provisions of Section 10(b)(iii) below, Landlord shall cause the Proceeds Trustee to make available to Tenant all insurance proceeds paid directly by the insurer to the Proceeds Trustee and all insurance proceeds actually received by Landlord hereunder shall be equitably abated or adjusted, as and not paid over to the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived Proceeds Trustee on account of such damage casualty, for application to the costs of such repair and restoration, as set forth in Section 10(b). Tenant’s obligations under this Section 10 shall survive the termination or destruction expiration of this Lease. (b) In the event the estimated cost of reconstruction is in excess of an amount equal to Fixed Rent for the three (3) full calendar months immediately following the date of the casualty (the “Materiality Threshold”), all insurance proceeds for restoration of the Premises (as opposed to proceeds for business interruption, Tenant’s personal property or other items) shall be paid to or deposited with the work Proceeds Trustee in the name of the Proceeds Trustee as trustee for Landlord and Tenant and disbursed in the manner hereinafter provided, and Landlord shall pay any insurance proceeds it receives to the Proceeds Trustee for application as provided in this Section l 0. In the event the estimated cost of reconstruction is equal to or less than the Materiality Threshold, all insurance proceeds for restoration of the Premises (and for business interruption, Tenant’s personal property and all other items payable in connection with such casualty) shall be paid to Tenant. If no Mortgage is then in effect, the Proceeds Trustee shall be designated by Landlord. Insurance proceeds shall be deposited in an interest bearing account (so long as Tenant delivers to Landlord and the Proceeds Trustee the tax forms and other documents required to establish an interest-bearing account) and, to the extent not disbursed by the Proceeds Trustee for restoration pursuant to this Section I 0, interest shall be distributed to Tenant upon completion of said repair, restoration, replacement or rebuilding, provided no Material Event of Default has occurred and is continuing hereunder. In All checks drawn on said account shall be co-signed by the event Proceeds Trustee and Tenant. Provided that insurance proceeds are to be held by the Proceeds Trustee pursuant to this Section 10 and no Material Event of any damage Default has occurred and is continuing hereunder, insurance proceeds shall be disbursed to Tenant by the Proceeds Trustee under the following procedure: (i) No more frequently than once per calendar month, Tenant may request that the Proceeds Trustee pay, out of such insurance proceeds, the costs incurred by Tenant to repair and restore the Premises during the immediately preceding calendar month, less customary retainage retained by Tenant from the contractor, as reflected in the contractor’s request for payment. Tenant’s request shall include a certification by Tenant, Tenant’s independent, licensed architect or its general contractor that all work for which reimbursement is requested was performed in compliance with the plans and specifications approved by Landlord pursuant to Section 22 herein and all Applicable Laws, and shall include reasonably satisfactory evidence of the costs incu1Ted by Tenant and the proper application by Tenant of prior disbursements by the Proceeds Trustee to or at the direction of Tenant and conditional lien releases in form and substance reasonably satisfactory to the Proceeds Trustee executed by those Persons being paid from such disbursement, to the extent that such waivers are permitted under Applicable Laws and that such Persons would continue have liens (or the right to file liens) with respect to such amounts absent the providing of such waivers. (ii) Within 20 days after receiving Tenant’s request, the Proceeds Trustee shall approve or disapprove Tenant’s request, which approval shall not be unreasonably withheld as to any portion of the Premisesrequest, except with respect by notice to those structural components Tenant. If the Proceeds Trustee approves all or any portion of a request and the Proceeds Trustee has received (and not previously disbursed) insurance proceeds, then the Proceeds Trustee’s approval shall include a check or be accompanied by a wire transfer in the amount approved by the Proceeds Trustee. If the Proceeds Trustee disapproves all or any portion of a request, then the Proceeds Trustee’s notice shall state the reasons for that disapproval. The Proceeds Trustee’s failure to deliver a notice approving or disapproving a request within such 20 day period shall be conclusively deemed the Proceeds Trustee’s approval of the roofrequest, foundation and exterior walls provided that, not less than IO days prior to the end of such 20 day period, Tenant delivers a second notice, in bold face, 14 point type, to the Proceeds Trustee stating that failure of the Improvements for which Landlord is responsible pursuant Proceeds Trustee to Paragraph 9 respond within such 20 day period will be deemed to constitute such approval. (iii) In addition, prior to commencement of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration and at any time during restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation if the estimated cost of Tenantrestoration, Landlord as reasonably determined by the Proceeds Trustee, exceeds the then amount of the proceeds account, the amount of such excess shall make available to be paid by Tenant before any proceeds that Landlord actually has received funds are released from the property insurance policy described proceeds account. So long as no Material Event of Default has occurred and is continuing, any sum which remains in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost proceeds account upon the completion of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord paid to Tenant. (iv) All costs and expenses of the Proceeds Trustee shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved paid by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in Tenant. (c) Notwithstanding the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained hereinforegoing, if that damage or destruction occurs during the last three (3) years of the Term Term, a casualty occurs and the estimated cost to repair exceeds twentyor rebuild the Building is reasonably estimated to exceed seventy-five percent (25 per cent75%) of the full replacement cost of the PremisesBuilding, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or then Tenant may elect to terminate this Lease by giving written notice served on the other party thereof to Landlord within sixty (60) 90 days after the occurrence date of such damage or destruction. On If Tenant makes such terminationelection, base rental, Taxes (as hereinafter definedi) and any other sums payable by Tenant to Landlord hereunder the Term shall be prorated as of expire upon the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date 30th day after notice of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up election is given by Tenant; (ii) on or prior to the date of such casualty. In no event expiration, Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 21; and (iii) on or prior to the date of expiration, Tenant have shall assign to Landlord all of its rights to any right to terminate this Lease if construction in progress and insurance proceeds for restoration of the casualty in question was caused or contributed to by Tenant, its agents, employees, contractors or inviteesportions of the Premises that are Landlord’s property.

DESTRUCTION OF OR DAMAGE TO PREMISES. If at any time during the whole or any part of Lease Term the Premises shall be are damaged by a fire or destroyed by any other casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition notify Landlord in which the Premises were immediately before writing of such damage or destruction, in accordance with the specifications reasonably approved by Landlordevent. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of TenantThereafter, Landlord shall make available to notify Tenant any proceeds that within thirty (30) days after the date Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with receives notice of such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years amount of the Term and the estimated cost time Landlord reasonably estimates it will take to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of restore the Premises, or damage . If the restoration time is estimated to the Premises renders the Premises unusable for Tenant’s purposesexceed ninety (90) days, either Landlord or Tenant may elect to terminate this Lease by written upon notice served on to the other party within sixty given no later than ten (6010) days after the occurrence of such damage Landlord's notice. If neither party elects to terminate this Lease or destruction. On such terminationif Landlord estimates that restoration will take ninety (90) days or less, base rental, Taxes (as hereinafter defined) and any other sums payable then Landlord shall promptly restore the Premises including the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from force majeure events. Tenant, at Tenant's expense, shall promptly perform all repairs or restoration not required to be done by Landlord hereunder and shall be prorated as of the termination date. If all or substantially all of promptly re-enter the Premises are destroyed by stormand commence doing business in accordance with this Lease. Notwithstanding the foregoing, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up to the date of such casualty. In no event shall Tenant have any right to either party may terminate this Lease if the casualty Premises are damaged during the last year of the Lease Term and Landlord reasonably estimates that it will take more than one (1) month to repair such damage. In the event the damage was caused by willful misconduct of Tenant or its agents, employees, invitees or those for whom Tenant is responsible, Tenant shall pay to Landlord, with respect to any damage to the Premises, the amount of commercially reasonable deductible under Landlord's insurance policy (not to exceed $20,000) within ten (10) days after presentment of Landlord's invoice. If the Premises are to be rebuilt or repaired and are untenantable in question whole or in part following the damage, and the damage or destruction was not caused or contributed to by act or negligence of Tenant, its agents, employees, contractors invitees or invitees.those for whom Tenant is responsible, the rent payable under this Lease during the period for which the premises are untentantable shall be adjusted to such an extent as may be fair and reasonable under the circumstances. Such abatement shall be the sole remedy of Tenant, and, except as provided herein, Tenant waives any right to terminate the Lease by reason of damage or casualty loss. In the event that Landlord fails to complete the necessary repairs or rebuilding within one hundred eighty (180) days from the date of written notification by Tenant to Landlord of the destruction, Tenant may at its option terminate this Lease by delivering written notice of termination to Landlord. GOVERNMENTAL ORDERS

DESTRUCTION OF OR DAMAGE TO PREMISES. A. If the whole or any part of the Premises shall be damaged or destroyed by any casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are totally destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, destruction and rental shall be accounted for as between Landlord and Tenant as of that date. In If the event of Premises are damaged but not wholly destroyed by any such terminationcasualties, rental shall be prorated abate based upon the nature and paid up extent of the damage to the Premises xxx the ability of Tenant to conduct its business therefrom, as reasonably determined by Landlord and Tenant and Landlord shall restore the Premises to substantially the same condition as before damage as speedily as is practicable, whereupon full rental shall recommence; provided, however, that if (i) the Premises are more than 50% damaged or destroyed, in Landlord's reasonable judgment, or (ii) the Premises are damaged or destroyed during the last twelve (12) months of the Lease term, or (iii) the holder of a Security Deed (as defined in Section 26. below) does not make available insurance proceeds for rebuilding or repair, then and in any such events, Landlord may at its option terminate this Lease by notice in writing to Tenant within sixty (60) days after the day of such occurrence. If the Premises are more than 50% damaged or destroyed, in Landlord's reasonable judgment and Landlord cannot restore the Premises to substantially the same condition as before damage within 180 days, then Tenant may at its option terminate this Lease by providing notice in writing to Landlord within thirty (30) days after the date of such casualty. In no event shall occurrence that Tenant have any right so desires to terminate this Lease if Lease. B. Landlord shall not be required to repair any injury or damage or to make any repairs or replacements of any improvements installed in the casualty in question was caused Premises by or contributed to by for Tenant. Tenant shall, its agentsat Tenant's sole cost and expense, employeesrepair, contractors or inviteesreplace and restore all of Tenant's personalty, trade fixtures, equipment and fixtures, and all alterations, additions and/or improvements other than the repairs required of Landlord under this Lease.

DESTRUCTION OF OR DAMAGE TO PREMISES. If the whole or any part of the Premises shall be damaged or destroyed by any casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all are totally or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake earthquake, or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord Lessor and Tenant Lessee as of that date. In If over 50% of the event Premises are damaged but not wholly destroyed by any of such terminationcasualties (“Partially Damaged”), rental shall xxxxx in such proportion as use of the Premises has been affected, and Lessor shall restore Premises to substantially the same condition as before damage as speedily as practicable, whereupon full rental shall recommence, provided further, however, that if the damage shall be so extensive that the same cannot be reasonably repaired and restored within ninety (90) days from the date of the casualty, then either Lessor or Lessee may cancel this Lease by giving written notice to the other party within thirty days from the date of such casualty. Lessor is responsible for determining whether or not the Premises can be reasonably repaired or restored within ninety (90) days within thirty (30) days of the date of the casualty. In such event repairs or restoration cannot be reasonably performed within the time period and either party elects to cancel this Lease, rental shall be prorated apportioned and paid up to the date of such casualty. Lessor shall have no liability to Lessee with respect to any loss sustained by Lessee with respect to Lessee’s property or fixtures. In no event shall Tenant have any right to addition, if the Premises are Partially Damaged during the last twelve months of the term of this Lease, either party may cancel and terminate this Lease as of the date the Premises are Partially Damaged by giving written notice to the other party of said election to so cancel and terminate this Lease within 30 days of date the damage occurred and rental shall be accounted for between Lessor and Lessee as of the date of casualty. However, in the event that Lessee has an option to extend or renew this Lease, and the time within which said option may be exercised has not yet expired, Lessee may exercise such option, if it is to be exercised at all or, in the casualty event Lessee has already exercised such option, shall reconfirm such exercise in question was caused writing, within twenty (20) days after the Premises are Partially Damaged. If Lessee duly exercises such option, or contributed reconfirms such option, within the twenty (20) day period, Lessor shall promptly proceed to by Tenant, its agents, employees, contractors or inviteesrestore the Premises in accordance with the provisions of this paragraph set forth above and diligently pursue said restoration to completion.

DESTRUCTION OF OR DAMAGE TO PREMISES. If at any time during the whole or any part of Lease Term the Premises shall be are damaged by a fire or destroyed by any other casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition notify Landlord in which the Premises were immediately before writing of such damage or destruction, in accordance with the specifications reasonably approved by Landlordevent. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of TenantThereafter, Landlord shall make available to notify Tenant any proceeds that within thirty (30) days after the date Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with receives notice of such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years amount of the Term and the estimated cost time Landlord reasonably estimates it will take to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of restore the Premises, or damage . If the restoration time is estimated to the Premises renders the Premises unusable for Tenant’s purposesexceed one hundred eighty (180) days, either Landlord or Tenant may elect to terminate this Lease by written upon notice served on to the other party within sixty given no later than ten (6010) days after the occurrence Landlord's notice. If neither party elects to terminate this Lease or if Landlord estimates that restoration will take one hundred eighty (180) days or less, then, subject to receipt of such damage or destruction. On such terminationsufficient insurance proceeds, base rental, Taxes (as hereinafter defined) and any other sums payable Landlord shall promptly restore the Premises excluding the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from the collection of insurance proceeds or from force majeure events. Tenant, at Tenant's expense, shall promptly perform all repairs or restoration not required to be done by Landlord hereunder and shall be prorated as of promptly re-enter the termination datePremises and commence doing business in accordance with this Lease. If all or substantially all of Notwithstanding the foregoing, either party may terminate this Lease .if the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as damaged during the last year of the date of Lease Term and Landlord reasonably estimates that it will take more than one (1) month to repair such destruction, and rental shall be accounted for as between Landlord and Tenant as of that datedamage. In the event the damage was caused by willful misconduct of such terminationTenant or its agents, rental employees, invitees or those for whom Tenant is responsible. Tenant shall be prorated and paid up pay to Landlord, with respect to any damage to the date Premises, the amount of such casualtycommercially reasonable deductible under Landlord's insurance policy (not to exceed $20,000) within ten (10) days after presentment or Landlord's invoice. In no event shall Tenant have any right If the Premises are to terminate this Lease if be rebuilt or repaired and are untenantable in whole or in part following the casualty in question damage, and the damage or destruction was not caused or contributed to by act or negligence of Tenant, its agents, employees, contractors invitees or inviteesthose for whom Tenant is responsible, the rent payable under this Lease during the period for which the premises arc untenantable shall be adjusted to such an extent as may be fair and reasonable under the circumstances. Such abatement shall be the sole remedy of Tenant, and, except as provided herein, Tenant waives any right to terminate the Lease by reason of damage or casualty loss. In the event that Landlord fails to complete the necessary repairs or rebuilding within one hundred eighty (180) days from the date of written notification by Tenant to Landlord of the destruction, Tenant may at its option terminate this Lease by delivering written notice of termination to Landlord.

DESTRUCTION OF OR DAMAGE TO PREMISES. If any Site is damaged by fire or other Casualty during the whole Term of this Lease, Tenant shall (a) repair such damage and restore such Site to substantially the same or any part better condition as existed before the occurrence of such fire or other Casualty using materials of the Premises same or better grade than that of the materials being replaced (herein, a "CASUALTY REPAIR") and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be damaged done in accordance with paragraph 23 of this Lease and the standards of paragraph 9 of this Lease and Tenant shall, at its expense, obtain all permits required for such work. An architect or destroyed engineer selected by Landlord shall review (except with respect to the existing damage at the Oakzanita Site), at Tenant's expense, all plans and specifications for any casualtyCasualty Repair with a cost equal to or greater than $750,000 and all draw requests related thereto. In no event shall Fixed Rent or Additional Rent xxxxx, then the base rental payable nor shall this Lease terminate by reason of such damage or destruction. Provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has: (i) delivered to Landlord hereunder plans and specifications and a budget for such Casualty Repair (all of which Landlord shall be equitably abated have approved), and (ii) deposited with Landlord or adjustedthe Proceeds Trustee cash in the sum equal to the excess, as the case may beif any, in light of the impairment to that portion total cost set forth in such approved budget over the amount of the Premises of which Tenant is deprived insurance proceeds received on account of such damage or destruction or Casualty, then to the work of repair, restoration, replacement or rebuilding. In the event of any damage extent such proceeds are made available to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenantfrom Mortgagee, Landlord shall make available to Tenant any all insurance proceeds that actually received by Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost on account of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a goodCasualty, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything for application to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence costs of such damage or destructionapproved repair and restoration, as set forth below. On such terminationFor all Casualty Repairs, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder the following shall be prorated as of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up to the date of such casualty. In no event shall Tenant have any right to terminate this Lease if the casualty in question was caused or contributed to by Tenant, its agents, employees, contractors or invitees.apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. If any Site is damaged by fire or other casualty during the whole Term of this Lease, Tenant shall (a) repair such damage and restore such Site to substantially the same or any part better condition as existed before the occurrence of such fire or other casualty using materials of the Premises same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) and (b) this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be damaged done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or destroyed engineer selected by any casualtyLandlord shall review, then the base rental payable at Tenant’s expense, all plans and specifications and all draw requests hereunder. In no event shall Fixed Rent or Additional Rent axxxx, nor shall this Lease terminate by reason of such damage or destruction. Provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has: (i) delivered to Landlord hereunder plans and specifications and a budget for such Casualty Repair (all of which Landlord shall be equitably abated have approved), and (ii) deposited with Landlord or adjustedthe Proceeds Trustee cash or a letter of credit meeting the requirements (other than amount) of a Letter of Credit outlined in Section 5(d)(iii), as the case may beabove, in light the sum equal to the excess, if any, of the impairment to that portion total cost set forth in such approved budget over the amount of the Premises of which Tenant is deprived insurance proceeds received on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenantcasualty, Landlord shall make available to Tenant any all insurance proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up to the date account of such casualty, for application to the costs of such approved repair and restoration, as set forth below. In no event shall Tenant have any right to terminate this Lease if For all Casualty Repairs, the casualty in question was caused or contributed to by Tenant, its agents, employees, contractors or invitees.following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the whole Premises are damaged by fire or any part other Casualty during the Term of the Premises shall be damaged or destroyed by any casualtythis Lease, then the base rental payable by then, except as expressly provided in paragraph 10(d), Tenant to Landlord hereunder shall be equitably abated or adjustedshall, as the case may beat its expense, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of repair such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild restore the Premises to substantially the same or better condition in which the Premises were immediately as existed before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage fire or destruction. On such terminationother Casualty using materials of the same or better grade than that of the materials being replaced (herein, base rental, Taxes (as hereinafter defineda “Casualty Repair”) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, remain in full force and rental effect. Such repair and replacement by Tenant shall be accounted for as between Landlord done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant as of that dateshall, at its expense, obtain all permits required for such work. In the event of such terminationAn architect or engineer selected by Landlord shall review, rental shall be prorated at Tenant’s expense, all plans and paid up to the date of such casualty. specifications and all draw requests hereunder. (b) In no event shall Tenant have any right to terminate Fixed Rent or Additional Rent xxxxx, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction or other Casualty. Provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the casualty total cost set forth in question was caused such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or contributed shall cause to be made available to Tenant all net insurance proceeds actually received by TenantLandlord on account of such Casualty, its agentsfor application to the costs of such approved repair and restoration, employeesas set forth below. (c) For all Casualty Repairs, contractors or invitees.the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. If the whole or any part of the Premises shall be damaged or destroyed by any casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are totally destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall at the option of Landlord terminate as of the date of such destruction, and rental all rent shall be accounted for as between Landlord and Tenant through such date. If the Premises are damaged but not wholly destroyed by any of such casualties, and the damages shall not have been due to the negligence, act, or omission to act of Tenant, or its agents, employees, invitees, contractors, subcontractors, subtenants, licensees, or concessionaires rent shall xxxxx in such proportion as use of the Premises has been destroyed, and Landlord shall restore the Premises to substantially the same condition as before damage as speedily as practicable following receipt of insurance proceeds, whereupon full rent shall recommence; provided, however, that in the event of such partial destruction, Landlord shall have the option (in lieu of any restoration obligation) to terminate this Lease, by notice to Tenant given within sixty (60) calendar days following such damage, if either such damage occurs during the last half of the term of this Lease or the cost of such restoration exceeds the proceeds of casualty insurance for the damage to the Premises; or any mortgagee of Landlord requires that the insurance proceeds payable as a result of any such casualty be applied to the payment of the mortgage debt. If the Premises or any portion of the Center be damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant’s agents, employees, or invitees, then notwithstanding anything contained in this paragraph, the fixed Minimum Rent hereunder shall not be diminished or abated during the repair of such damage, and Tenant shall be liable to Landlord for the cost of the repair and restoration of the Premises or Center caused thereby to the extent such cost and expense are not covered by insurance proceeds. Any such termination shall be effective as of the date specified in such notice, which date shall be no more than thirty (30) days after giving such notice, and all rent shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up to the date of the termination of this Lease by Landlord. Tenant shall place personal property and install fixtures in the Premises at Tenant’s sole risk and expense. No insurance carried by Landlord will provide coverage of any kind for such personal property and fixtures. If the Center shall be damaged by storm, fire, lightning, earthquake or other casualty. In no event , and such damage reduces by more than twenty-five percent (25%) the gross rentable floor area of the Center or if any mortgagee of Landlord requires that the insurance proceeds payable as a result of any such casualty to the Center be applied to the payment of the mortgage debt, Landlord shall Tenant have any right the option to terminate this Lease regardless of whether or not such casualty damages the Premises and whether or not the restoration of such damage would be compensated by insurance. Landlord shall notify Tenant in writing within sixty (60) days after the occurrence of any such casualty if the casualty in question was caused or contributed Landlord intends to by Tenant, its agents, employees, contractors or invitees.so terminate this

DESTRUCTION OF OR DAMAGE TO PREMISES. If the whole Premises are damaged by fire or any part other casualty during the Term of the Premises shall be damaged or destroyed by any casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached heretothis Lease, Tenant shall immediately repair, restore, replace or rebuild repair such damage and restore the Premises to substantially the same or better condition as existed before the occurrence of such fire or other casualty using materials of the same or better grade than that of the materials being replaced, and this Lease shall remain in which full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the Premises were immediately before standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant's expense, all plans and specifications and all draw requests hereunder. In no event shall Fixed Rent or Additional Rent abate, nor shall this Lease terminate by reason of such damage or destructiondxxxxxction. Provided Tenant is not in default under this Lease (and no event has occurred which, in accordance with the passage of time, the giving of notice, or both, would constitute a default), and provided Tenant has (i) delivered to Landlord plans and specifications reasonably and a budget for such repair and restoration (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee (defined below) cash in the sum equal to the excess, if any, of the total cost set forth in such approved by Landlord. Tenant shall diligently execute budget over the amount of insurance proceeds received on account of such repaircasualty, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenantthen to the extent such proceeds are available to Landlord from Mortgagee, Landlord shall make available to Tenant all insurance proceeds actually received by Landlord on account of such casualty, for application to the costs of such approved repair and restoration, as set forth below. If the estimated cost of reconstruction and the amount of insurance proceeds are less than $500,000, such proceeds shall be paid to Tenant to apply to the cost of restoration. If the estimated cost of reconstruction is equal to or in excess of $500,000, all insurance proceeds shall be paid to or deposited with either a bank or trust company designated by Landlord, subject to the reasonable approval of Tenant (herein called the "PROCEEDS TRUSTEE") in the name of the Proceeds Trustee as trustee for Landlord and Tenant and disbursed in the manner hereinafter provided. If Landlord mortgages the Premises with a First Mortgage, the Mortgagee thereunder may, at its option, be appointed Proceeds Trustee for so long as such First Mortgage remains outstanding and such Mortgagee does not control Landlord or is not controlled by or under common control with Landlord. Insurance proceeds shall be deposited in an interest bearing account and interest shall be distributed to Tenant upon completion of said installation, repair, replacement or rebuilding, provided no default has occurred and is continuing hereunder. All checks drawn on said account shall be signed by the Proceeds Trustee. Subject to the terms and conditions of any First Mortgage (if the Mortgagee is the Proceeds Trustee), insurance proceeds shall be disbursed to Tenant by the Proceeds Trustee under the following procedure: (i) No more frequently than once per calendar month, Tenant may request that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to reimburse Tenant more than the total cost out of such repairs insurance proceeds for costs incurred by Tenant for work in place to repair and restoration (as evidenced by paid invoices delivered to Landlord)restore the Premises during the immediately preceding calendar month. All such repairs and restoration Tenant's request shall be performed by contractors reasonably approved by Landlord and shall be certify that all work for which reimbursement is requested was performed in a good, workmanlike and lien-free manner in accordance compliance with the plans and specifications approved by Landlord. Landlord pursuant to paragraph 9 and all applicable laws, and shall include reasonably satisfactory evidence of the costs incurred by Tenant and unconditional lien releases in form and substance required by applicable law executed by all mechanic's, materialmen, laborers, suppliers and contractors who performed any portion of the repair work or applied materials. (ii) Within fifteen (15) days after receiving Tenant's request, Landlord shall approve or disapprove Tenant's request, which approval shall not be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained hereinunreasonably withheld, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on to Tenant. If Landlord approves all or any portion of a request and Landlord has received (and not previously disbursed) insurance proceeds, then Landlord's approval shall include a check in the other party within sixty (60) days after amount approved by Landlord. If Landlord disapproves all or any portion of a request, then Landlord's notice shall state the occurrence of such damage reasons for that disapproval. Landlord's failure to deliver a notice approving or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder disapproving a request shall be prorated as conclusively deemed Landlord's disapproval of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up to the date of such casualty. In no event shall Tenant have any right to terminate this Lease if the casualty in question was caused or contributed to by Tenant, its agents, employees, contractors or inviteesrequest.

DESTRUCTION OF OR DAMAGE TO PREMISES. If at any time during the whole Term all or any part of the Premises shall be damaged or destroyed by any casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that a portion of the Premises of which are damaged by a fire or other casualty, then Tenant is deprived on account shall promptly notify Landlord. Within 60 days after Xxxxxxxx becomes aware of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenantdamage, Landlord shall make available inform Tenant of the amount of time Landlord reasonably estimates to restore the Premises (including the restoration of any Alteration made by Landlord), except for modifications required by Applicable Laws, and excluding the repair, restoration or replacement of the fixtures, equipment, or Alterations made by Tenant any proceeds that Landlord actually has received or a Tenant Party. If the restoration time is estimated to exceed 9 months from the property insurance policy described in Paragraph 21 below in connection with such issuance of all required permits, then either Tenant (unless the damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced was caused by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either negligence or intentional act) or Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate effective as of the date of such destructionfire or other casualty by giving notice to the other within 15 days after Xxxxxxxx’s notice, and rental Tenant shall promptly remove any salvageable personal property it seeks to retain from the Premises if Landlord deems the Premises safe for entry. In addition, Landlord shall have the right to terminate this Lease, if the loss is not covered by insurance, within 30 days of receiving notice of this fact. If this Lease is not, or cannot be, terminated in accordance with the foregoing, then, subject to receipt of sufficient insurance proceeds and delays due to Force Majeure, Landlord shall commence to restore the Premises (including any Alterations made by Landlord) to substantially the same condition that existed immediately prior to the fire or other casualty, except for modifications required by Applicable Laws, and excluding the repair, restoration or replacement of the fixtures, equipment, or Alterations made by Tenant or a Tenant Party. Notwithstanding the foregoing, each of Tenant (unless the damage was caused by Tenant’s negligence or intentional act) and Landlord may terminate this Lease if the Premises are damaged by a fire or other casualty during the last year of the Term and Landlord reasonably estimates that it will take more than 3 months to repair such damage. Rent shall be accounted for as between Landlord abated from the time of a fire or other casualty until Landlord’s repair and Tenant as restoration obligations are completed by the percentage equal to the area of the Premises that dateis untenantable, if any, divided by the total area of the Premises. In the event of such termination, rental Such abatement shall be prorated the sole remedy of Tenant, and paid up to the date of such casualty. In no event shall except as provided in this Section, Tenant have waives any right to terminate this Lease if the by reason of damage or casualty in question was caused or contributed loss. ACTIVE:15557709.15 Landlord shall not be liable for any inconvenience to by Tenant, its agentsor injury to Xxxxxx’s business resulting in any way from a fire or other casualty or the repair thereof. Tenant shall not interfere with or delay, employeesand instead cooperate with Landlord, contractors in Landlord’s completion of Landlord’s repair and restoration obligations. Xxxxxx agrees that the terms of this Section shall govern any damage or inviteesdestruction and shall accordingly supersede any contrary statute or rule of law.

DESTRUCTION OF OR DAMAGE TO PREMISES. If any Site is damaged by fire or other casualty during the whole Term of this Lease, Tenant shall (a) repair such damage and restore such Site to substantially the same or any part better condition as existed before the occurrence of such fire or other casualty using materials of the Premises same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) and (b) this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be damaged done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or destroyed engineer selected by any casualtyLandlord shall review, then the base rental payable at Tenant’s expense, all plans and specifications and all draw requests hereunder. In no event shall Fixed Rent or Additional Rent xxxxx, nor shall this Lease terminate by reason of such damage or destruction. Provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has: (i) delivered to Landlord hereunder plans and specifications and a budget for such Casualty Repair (all of which Landlord shall be equitably abated have approved), and (ii) deposited with Landlord or adjustedthe Proceeds Trustee cash or a letter of credit meeting the requirements (other than amount) of a Letter of Credit outlined in Section 5(d)(iii), as the case may beabove, in light the sum equal to the excess, if any, of the impairment to that portion total cost set forth in such approved budget over the amount of the Premises of which Tenant is deprived insurance proceeds received on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenantcasualty, Landlord shall make available to Tenant any all insurance proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up to the date account of such casualty, for application to the costs of such approved repair and restoration, as set forth below. In no event shall Tenant have any right to terminate this Lease if For all Casualty Repairs, the casualty in question was caused or contributed to by Tenant, its agents, employees, contractors or invitees.following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. If the whole or any part a. If, after Substantial Completion of the Premises shall be damaged or destroyed by any casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion each component of the Premises, except with respect to those structural components such component or any part thereof are damaged by fire or other casualty during the Term of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached heretothis Lease, Tenant shall immediately repair, restore, replace or rebuild repair such damage and restore the Premises to substantially the same or better condition in which as existed before the occurrence of such fire or other casualty using materials of the same or better grade than that of the materials being replaced, so that the value and utility of the Premises were immediately before (considered as unencumbered by this Lease) shall not be decreased, and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 22 and the standards of paragraph 8 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant's expense, all plans and specifications and all draw requests hereunder. In no event shall Fixed Rent or Additional Rent abatx, xxr shall this Lease terminate by reason of such damage or destruction. Tenant may, at its sole cost and expense, participate with Landlord in accordance the negotiation of the amount of the proceeds with the specifications reasonably approved by Landlord. insurer, but Tenant shall diligently execute have no right to prevent Landlord from agreeing to a settlement so long as the settlement will provide sufficient funds to pay the cost the restoration work required by this paragraph. Provided no Event of Default is continuing under this Lease, and provided Tenant has (i) delivered to Landlord plans and specifications and a budget for such repairrepair and restoration (all of which Landlord shall have approved in its reasonable judgment), restorationand (ii) deposited with Landlord or the Proceeds Trustee hereinafter mentioned cash in the sum equal to the excess, replacement or rebuilding without delay or interruption. Without limiting that obligation if any, of Tenantthe total cost set forth in such approved budget over the amount of insurance proceeds received on account of such casualty, then Landlord shall make available to Tenant all insurance proceeds actually received by Landlord on account of such casualty, for application to the costs of such approved repair and restoration, as set forth below. In lieu of the cash required by the preceding sentence, Tenant may deposit a clean irrevocable evergreen letter of credit for an equivalent amount drawn on a bank acceptable to Landlord and Mortgagee. b. If Tenant is obligated to repair and restore pursuant to paragraph 9(a), then in the event the estimated cost of reconstruction is equal to or less than five hundred thousand dollars ($500,000), insurance proceeds (net of the cost of collection thereof) up to such amount shall be paid over to Tenant for the sole purpose of reconstruction. In the event the estimated cost of reconstruction is in excess of five hundred thousand dollars ($500,000), all insurance proceeds (net of the cost of collection thereof) shall be paid to or deposited with either a bank or trust company designated by Landlord, subject to the reasonable approval of Tenant (herein called the "Proceeds Trustee") in the name of the Proceeds Trustee as trustee for Landlord and Tenant and disbursed in the manner hereinafter provided. In the event Landlord mortgages the Premises with a First Mortgage, the mortgagee thereunder may, at its option, be appointed Proceeds Trustee for so long as such First Mortgage remains outstanding and such Mortgagee does not control Landlord or is not controlled by or under common control with Landlord. Insurance proceeds shall be deposited in an interest bearing account and interest shall be distributed to Tenant upon completion of said installation, repair, replacement or rebuilding, provided no Event of Default has occurred and is continuing hereunder, and any proceeds remaining after payment of all costs of reconstruction shall (unless an Event of Default shall have occurred and be continuing hereunder) be paid to Tenant, unless Mortgagee applies such remaining proceeds to the principal amount secured by the Mortgage, in which case there shall be a credit against monthly Fixed Rent equal to the reduction in fixed monthly debt service resulting from such application, or, if there is no reduction in debt service, Tenant shall be paid the amount of such remaining proceeds upon the earlier to occur of the maturity of the debt secured by the Mortgage, the refinancing of the Mortgage or the sale of the Premises. All checks drawn on said account shall be signed by the Proceeds Trustee. Insurance proceeds shall be disbursed to Tenant by the Proceeds Trustee under the following procedure: i. No more frequently than once per calendar month, Tenant may request that Landlord actually has received from reimburse Tenant out of such insurance proceeds for costs incurred by Tenant for work in place to repair and restore the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall Premises and not be obligated to pay to Tenant more than previously reimbursed and for the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord)construction materials stored on site at the Premises. All such repairs and restoration Tenant's request shall be performed by contractors reasonably approved by Landlord and shall be certify that all work for which reimbursement is requested was performed in a good, workmanlike and lien-free manner in accordance compliance with the plans and specifications approved by Landlord. Landlord pursuant to paragraph 8 and all applicable laws, and shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years include reasonably satisfactory evidence of the Term costs incurred by Tenant and the estimated cost to repair exceeds twenty-five percent (25 per cent) unconditional lien releases in form and substance required by applicable law executed by all mechanics, materialmen, laborers, suppliers and contractors who performed any portion of the full replacement cost of the Premises, repair work or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty supplied materials. ii. Within fifteen (6015) days after receiving Tenant's request, Landlord shall approve or disapprove Tenant's request, which approval shall not be unreasonably withheld, delayed or conditioned by notice to Tenant. If Landlord approves all or any portion of a request and Proceeds Trustee has received (and not previously disbursed) insurance proceeds, then the occurrence Proceeds Trustee shall send to or upon the written order of such damage Tenant a check or destructionwire transfer in the amount approved by Landlord. On such terminationIf Landlord disapproves all or any portion of a request, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant then Landlord's notice shall state the reasons for that disapproval. Landlord's failure to Landlord hereunder deliver a notice approving or disapproving a request shall be prorated as conclusively deemed Landlord's disapproval of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up to the date of such casualty. In no event shall Tenant have any right to terminate this Lease if the casualty in question was caused or contributed to by Tenant, its agents, employees, contractors or inviteesrequest.

DESTRUCTION OF OR DAMAGE TO PREMISES. If any Site is damaged by fire or other Casualty during the whole Term of this Lease, Tenant shall (a) repair such damage and restore such Site to substantially the same or any part better condition as existed before the occurrence of such fire or other Casualty, using materials of the Premises same or better grade than that of the materials being replaced (herein, a “Casualty Repair”), and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be damaged done in accordance with paragraph 23 of this Lease and the standards of paragraph 9 of this Lease and Tenant shall, at its expense, obtain all permits required for such work. An architect or destroyed engineer selected by Landlord shall review (except with respect to the existing damage at the Oakzanita Site), at Tenant’s expense, all plans and specifications for any casualtyCasualty Repair with a cost equal to or greater than $50,000 and all draw requests related thereto. In no event shall Fixed Rent or Additional Rent axxxx, then the base rental payable nor shall this Lease terminate by reason of such damage or destruction. Provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has: (i) delivered to Landlord hereunder plans and specifications and a budget for such Casualty Repair (all of which Landlord shall be equitably abated have approved), and (ii) deposited with Landlord or adjustedthe Proceeds Trustee cash in the sum equal to the excess, as the case may beif any, in light of the impairment to that portion total cost set forth in such approved budget over the amount of the Premises of which Tenant is deprived insurance proceeds received on account of such damage or destruction or Casualty, then to the work of repair, restoration, replacement or rebuilding. In the event of any damage extent such proceeds are made available to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenantfrom Mortgagee, Landlord shall make available to Tenant any all insurance proceeds that actually received by Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost on account of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a goodCasualty, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything for application to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence costs of such damage or destructionapproved repair and restoration, as set forth below. On such terminationFor all Casualty Repairs, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder the following shall be prorated as of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up to the date of such casualty. In no event shall Tenant have any right to terminate this Lease if the casualty in question was caused or contributed to by Tenant, its agents, employees, contractors or invitees.apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the whole or any part of the Premises shall be damaged or destroyed by any casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are totally destroyed by storm, fire, lightning, earthquake or any other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord LESSOR and Tenant LESSEE as of that date. (b) If the Premises, to include all truck courts and parking areas, are partially destroyed by any of the casualties described hereinabove, LESSOR shall notify LESSEE in writing whether the damage to the Premises is so extensive that the same cannot be reasonably repaired and restored within six (6) months' time from the date of such casualty. In If LESSOR shall notify LESSEE that such damage cannot be reasonably repaired within six (6) months' time, then, within fourteen (14) calendar days of LESSEE's receipt of such notice, LESSOR and LESSEE shall each have the event right to terminate this Lease as of the thirtieth (30th) calendar day following delivery to the other party of written notice of such termination. If either LESSOR or LESSEE shall so terminate the Lease, then rental shall be prorated and paid up to the date of such casualtytermination. (c) If neither LESSOR nor LESSEE shall so terminate this Lease or if LESSOR shall notify LESSEE that the damage can be reasonably repaired within six (6) months' time, then rental shall abatx xx such proportion (based upon the square footage) as use of the Premises has been destroyed, and LESSOR shall restore the Premises to substantially the same condition as before the occurrence of such casualty as speedily as practicable, whereupon full rental shall recommence. LESSEE shall pay to LESSOR the "deductible amount" (if any) under LESSOR's insurance policies and, if the damage was due to an act or omission of LESSEE, its employees, agents, contractors or invitees, LESSEE shall pay to LESSOR the difference between the actual costs of. repair and any insurance proceeds received by LESSOR. (d) In no event shall Tenant LESSOR have any right liability to terminate this Lease if the casualty in question was caused LESSEE with respect to damage to LESSEE's property or contributed to by Tenant, its agents, employees, contractors or inviteesfixtures.

DESTRUCTION OF OR DAMAGE TO PREMISES. If the whole or any part of the Premises shall be damaged or destroyed by any casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are partially or totally damaged or destroyed by storm, fire, lightning, earthquake or other casualty, such that the Premises are rendered totally or partially inaccessible, or unusable by Tenant in the ordinary course of its business, the Rent will axxxx proportionately to the diminution in Tenant’s use, and Landlord shall restore the Premises to substantially the same condition as existed before such casualty as speedily as practicable, whereupon full rental shall recommence. Regardless whether Landlord or Tenant has obtained the insurance policy on the Premises in accordance with Paragraph 30 below, each of Landlord and Tenant shall take all steps necessary to assist the other in processing the insurance claim. However, if the damage shall be so extensive that it cannot reasonably be repaired and restored within nine (9) months from date of the casualty, then Tenant may terminate this Lease by giving written notice to Landlord within thirty (30) days after the date of such casualty. Notwithstanding the foregoing, if the Premises are damaged and the cost of repair is greater than thirty-five percent of the replacement cost of the Premises, and if the damage is of a type not covered by the insurance described in Paragraph 30(b) herein, then Landlord may terminate this Lease by giving written notice to Tenant within thirty (30) days after the date of such casualty. In addition, in the event that there is a total destruction of the Premises during the last year of the Initial Term or the last year of the then current Renewal Term, then, notwithstanding anything in this Lease to the contrary, this Lease shall terminate as of the date of such destructioncasualty and Landlord shall have no duty to restore or rebuild unless Tenant agrees, and rental shall be accounted for as between Landlord and Tenant as of at that datetime, to exercise the next available renewal term, if any. In the event of such termination, rental shall be prorated and paid up to abated as of the date of such casualty. In no event If neither party elects to terminate the Lease as provided above, and if Landlord has not commenced to repair within ninety (90) days following the casualty, Tenant may then terminate the Lease as of the date of the casualty by giving written notice to Landlord. If Landlord has commenced to repair or rebuild and has not completed such work to the point of Substantial Completion within one (1) year from the date of such casualty (as may be extended by Force Majeure occurring after the date such repair or rebuilding work has been commenced by Landlord), then Tenant shall Tenant have any the continuing right to terminate this Lease if effective as of the casualty in question was caused date that is thirty days after the Landlord’s receipt of such notice, unless Landlord completes such work within such thirty days. In no event shall Landlord be responsible for repairing or contributed to restoring any personal property of Tenant or any alterations or improvements made by Tenant, its agents, employees, contractors or invitees.