Common use of Destruction or Damage Clause in Contracts

Destruction or Damage. If, at any time during the Lease Term, the Facility Premises, or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then Tenant shall promptly give written notice thereof to the Landlord. Subject to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement cost of the Facility Premises, Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenant’s election to do so within ninety (90) days after the date on which such damage or destruction occurred, and upon such notice being given, the Lease Term shall automatically terminate and end effective as of the date of damage or destruction. If Tenant does terminate the Lease pursuant to this Section 16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurer.

Destruction or Damage. If(a) In the event the Premises or the portion of the Building necessary for Tenaxx'x xccupancy are damaged by fire, at any time during the Lease Termearthquake, act of God, the Facility Premises, elements or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then within sixty (60) days after such event, Landlord shall notify Tenant of the estimated time, in Landlord's reasonable judgment, required for repair or restoration. If such estimated time for repair or restoration is less than one hundred eighty (180) days after the date of casualty and the cost of repair is covered by insurance maintained by Landlord, Landlord shall promptly give written notice thereof forthwith repair or restore the Premises or the portion of the Building necessary for Tenant's occupancy, to the Landlord. Subject to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount extent of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree received on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorationsIf the time for repair or restoration is in excess of one hundred eighty (180) days after the date of casualty or the cost of repair is not covered by Landlord's insurance, repairsLandlord shall elect, in the same notice Tenant, either (i) to repair or restore the Premises or the portion of the building necessary for Tenant's occupancy, in which event this Lease shall continue in full force and rebuilding effect (unless Tenant exercises its right to terminate this Lease as provided below), or (ii) to terminate this Lease, in which event this Lease shall terminate as of the date of such fire or other casualty. In the event Landlord is obligated or elects to repair the Premises pursuant to this Section 11 (unless Tenant exercises its right to terminate this Lease as provided below), this Lease shall remain in full force and effect except that, if such damage is not the result of the act or omission of Tenant or Tenant's employees, agents, representatives, contractors or invitees, an abatement of rental shall be commenced allowed Tenant for such part of the Premises as soon as practicable following shall be rendered unusable by Tenant (but only to the occurrence extent actually not used by Tenant) in the conduct of its business during the time such damage or destruction and shall thereafter be prosecuted continuously to completion with diligencepart is so unusable. Notwithstanding the foregoing, unless if Landxxxx'x xstimate states that the destruction repair or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) restoration of the replacement cost of the Facility Premisessubject casualty damage will take longer than twelve (12) calender months to substantially complete, then Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenant’s election delivered to do so Landlord within ninety five (905) days after the date on which such damage or destruction occurred, and upon such notice being given, the Lease Term shall automatically terminate and end effective as of following the date of damage or destruction. If Tenant does terminate the Lease pursuant Landlord's estimate, and Tenaxx'x xailure to this Section 16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance Proceeds deliver such termination notice shall be deemed an election by Tenant not to be terminate the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurerLease.

Destruction or Damage. If, at any time during In the Lease Term, event the Facility Premises, or any portion thereof, should be materially Real Property is damaged or destroyed by between the date of this Agreement and the Closing, Seller shall notify Purchaser of such fact promptly after obtaining knowledge thereof. If any fire or any other casualty, then Tenant shall promptly give written notice thereof to the Landlord. Subject to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction (a) is an insured casualty, and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or (b) would cost less than ten percent (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement Purchase Price to repair or restore, as determined by an architect selected by Seller and reasonably approved by Purchaser, then this Agreement shall remain in full force and effect and Purchaser shall acquire the Real Property Interest upon the terms and conditions set forth herein. In such event, subject to the terms of the Sublease, Seller shall repair the subject damage or destruction and the Closing shall be extended by a period reasonable necessary to allow Seller to repair the subject damage or destruction not to exceed forty-five (45) days. In the event the Real Property is damaged or destroyed between the date of this Agreement and Closing and (1) the cost of repair would equal or exceed ten percent (10%) of the Facility PremisesPurchase Price, Tenant as determined by an architect selected by Seller and reasonably approved by Purchaser, or (2) the casualty is an uninsured casualty and the cost of repair would equal or exceed three percent (3%) of the Purchase Price, as determined by an architect selected by Seller and reasonably approved by Purchaser, then, notwithstanding anything to the contrary set forth above in this Section, Seller shall have the right to terminate this Lease Agreement by delivering notice to Purchaser and Purchaser shall have the right to terminate this Agreement by delivering notice (the “Election Notice”) to Seller, in each case, within ten (10) days after Seller’s delivery to Purchaser of notice of the estimated cost to repair the subject damage or destruction, and the Closing Date shall be extended, if necessary, to provide sufficient time for Seller and Purchaser to make such election. If Purchaser does not deliver notice to Seller of Purchaser’s reasons for disapproving an architect within five (5) days after its receipt of notice from Seller of the architect proposed by Seller to estimate the cost to repair the subject damage or destruction, Purchaser shall be deemed to have approved the architect selected by Seller. The failure by Purchaser to deliver the Election Notice or Seller to deliver its termination notice, in either case, within the above-referenced ten (10) day period shall be deemed an election not to terminate this Agreement. If Seller elects to terminate as a result of such uninsured casualty, then Purchaser may elect to void Seller’s termination by giving the City Representative Seller written notice of Tenant’s such election to do so within ninety five (905) business days after Purchaser’s receipt of Seller’s termination notice, in which event, to the date on which extent Purchaser is entitled to such damage or destruction occurred, and upon such notice being given, proceeds pursuant to the Lease Term shall automatically terminate and end effective as terms of the date of damage or destruction. If Tenant does terminate the Lease pursuant to this Section 16Sublease, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty Purchaser shall receive a credit at the Facility Premises shall be paid to Tenant and Landlord Closing from Seller in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance Proceeds costs of repair up to three percent (3%) of the Purchase Price, and Purchaser shall be deemed responsible for the costs of repair. In the event neither Seller nor Purchaser elects to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, to the extent that Purchaser is entitled to such proceeds pursuant to the terms of the Sublease, Seller shall assign to Purchaser all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of the subject damage or destruction (if any). Through the Closing, Purchaser shall maintain the property insurance coverage for the Real Property required to be maintained pursuant to the amount Landlord Sublease. If this Agreement is terminated pursuant to the foregoing terms of this Agreement, neither party shall have any further rights, obligations or Tenantliabilities under this Agreement except for those which are expressly stated herein to survive the termination of this Agreement. Purchaser shall have no right to terminate this Agreement as a result of damage to or destruction of any portion of the Property, except to the extent expressly provided for in this Agreement, and in no event may Purchaser terminate this Agreement as a result of damage to or destruction of any portion of the case may beProperty caused by, would have collected less normal and customary reimbursement costs had Landlord through or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurerPurchaser.

Destruction or Damage. If, at In the event any time during of the Lease Term, the Facility Premises, or any portion thereof, should be materially Property is damaged or destroyed by prior to the Closing Date, Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any fire such damage or any other casualtydestruction (a) is an insured casualty and (b) would cost less than ONE HUNDRED THOUSAND DOLLARS ($100,000) to repair or restore, then Tenant this Agreement shall promptly give written notice thereof remain in full force and effect and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to the Landlord. Subject to the rights of any Leasehold Mortgagee, deductible amount applicable under Seller’s casualty policy (less all property insurance proceeds available pursuant to Section 15(e)15(e) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost costs and expenses, subject to receipt including attorneys’ fees and costs, incurred by Seller as of the Insurance Proceeds, restore, repair Closing Date in connection with the negotiation and/or rebuild settlement of the damaged or destroyed structures and other improvements to casualty claim with the condition that such structures and improvements existed prior to such casualty. Such restorations, repairsinsurer (the “Realization Costs”)), and rebuilding Seller shall be commenced as soon as practicable following the occurrence assign to Buyer all of Seller’s right, title and interest in and to all proceeds of insurance on account of such damage or destruction destruction. In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed ONE HUNDRED THOUSAND DOLLARS ($100,000), or the casualty is an uninsured casualty, then, notwithstanding anything to the contrary set forth above in this section, Buyer shall thereafter have the right, at its election, to terminate this Agreement. Buyer shall have thirty (30) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to the other of a written election notice (the “Election Notice”) and the Closing Date shall be prosecuted continuously extended, if necessary, to completion with diligenceprovide sufficient time for Buyer to make such election. Notwithstanding The failure by Buyer to deliver the foregoingElection Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event Buyer does not elect to terminate this Agreement as set forth above, unless the destruction this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or damage was due to Tenant’s gross negligence or willful misconductdestruction, if any, and, if the then-existing Lease Term is casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to or the deductible amount (less than ten (10the Realization Costs) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement cost of the Facility Premises, Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenantunder Seller’s election to do so within ninety (90) days after the date on which such damage or destruction occurred, and upon such notice being given, the Lease Term shall automatically terminate and end effective as of the date of damage or destruction. If Tenant does terminate the Lease pursuant to this Section 16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurerpolicy.

Destruction or Damage. If, at any time during 11.1 In the Lease Term, event the Facility Demised Premises, or any portion thereofof the Building necessary for Tenant’s occupancy, should be materially are damaged or destroyed by any fire or any other casualtyfire, then Tenant shall promptly give written notice thereof to the Landlord. Subject to the rights earthquake, act of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000God, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed elements or other casualty in each case insured against by TenantLandlord’s Leasehold Mortgagee orfee and extended coverage insurance policy covering the Building and, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use Landlord’s reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements estimate of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring making such repairs does not exceed the Facility Premises proceeds of such insurance and any deductible applicable thereto by more than Two Hundred Thousand Dollars ($200,000), Landlord shall exceed fifty percent forthwith repair the same if such repairs can, in Landlord’s opinion, be completed within two hundred seventy (50%270) days after commencement of such repairs. This Lease shall remain in full force and effect except that an abatement of Basic Rental and their changes shall be allowed Tenant for such part of the replacement Demised Premises as shall be rendered unusable by Tenant in the conduct of its business during the time such part is unusable. If such repairs cannot be made within two hundred seventy (270) days, or if the reasonable cost of making such repairs exceeds the Facility Premisesproceeds of insurance and any deductible applicable thereto by more than Two Hundred Thousand Dollars ($200,000), Landlord or Tenant shall have may elect, upon notice to the right to terminate this Lease by giving the City Representative written notice of Tenant’s election to do so other within ninety thirty (9030) days after the date on which of such damage fire or destruction occurredother casualty, and upon such notice being given, the Lease Term shall automatically to terminate and end this lease effective as of the date of damage such election; provided, however, in the case of an election to terminate based upon the fact that the proceeds of insurance and any applicable deductible are more than Two Hundred Thousand Dollars (5200,000) less than the cost of rebuilding, the non-electing party may agree by written notice to the other, within ten (10) days after receipt of the election to terminate, to provide in cash (without right to reimbursement from the other) the amount by which the cost of rebuilding shall exceed the sum of the applicable deductible plus Two Hundred Thousand Dollars (1200,000), whereupon the election to terminate shall be void and Landlord shall proceed forthwith to repair as herein provided. In die event any mortgagee does not make insurance proceeds available for rebuilding, Landlord may either rebuild with its own funds or destruction. If Tenant does terminate the Lease pursuant Lease, such election to this Section 16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts made within thirty (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e30) hereof, the amount days of the Insurance Proceeds shall be deemed mortgagee’s decision not to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the make insurance required under Section 15(e)15(e) hereof with a reputable third-party insurerproceeds available.

Destruction or Damage. If, at any time during subsequent to the Lease TermContract Date and on or before the Closing Date, the Facility Premises, all or any material portion thereof, should of the Real Property shall be materially destroyed or damaged by one or destroyed by any more incidents of fire or any other casualty, Seller shall immediately give Buyer notice of such occurrence, and Buyer shall on or before the earlier to occur of (i) fifteen (15) days after receipt of such notice and (ii) the then Tenant scheduled Closing Date (provided Buyer shall promptly give have had not fewer than three (3) business days within which to make such election, otherwise the Closing Date shall automatically be extended to the business day which will permit Buyer such minimum three (3) business day period), elect by written notice thereof to Seller to (a) terminate this Agreement, in which event the Landlord. Subject to the rights Exxxxxx Money Deposit and any interest thereon net of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e) hereof investment charges shall be used returned forthwith to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expensesBuyer, subject to receipt the disbursement and payment release conditions set forth in Section 3.1, this Agreement shall be deemed null and void and neither party shall have any further rights and obligations hereunder (other than those matters which expressly survive early termination of this Agreement); or (b) proceed to close the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements transaction contemplated hereby as scheduled with no adjustment to the condition Purchase Price (provided, however, that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement cost of the Facility Premises, Tenant Buyer shall have the right to terminate this Lease by giving participate with Seller in the City Representative written notice adjustment and settlement of Tenant’s election any insurance claim relating to do so within ninety (90) days after the date on which such damage or destruction occurredsaid damage, and upon such notice being givenand, the Lease Term shall automatically terminate and end effective as of the date of damage or destruction. If Tenant does terminate the Lease pursuant to this Section 16, subject to the rights extent the tenant(s) under the Leases at the Real Property are not entitled to the insurance proceeds, Seller shall, at Closing, (i) assign to Buyer all of Seller’s interest in any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant then unpaid insurance proceeds claimed with respect to any casualty at the Facility Premises shall be said loss or damage, and (ii) pay to Buyer all insurance proceeds theretofore paid to Tenant Seller with respect to same and Landlord in equal amounts (i.e.not theretofore used for restoration or repair, split 50-50plus any deductible amount). If Landlord or Tenant, as Buyer’s failure to give notice within the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance Proceeds time period specified above shall be deemed to be Buyer’s election of option (b) above. For purposes of this Section 9.1, damage to the amount Landlord or TenantReal Property shall not be deemed to be “material” under this Section 9.1 unless either (1) the cost of restoring damage to the Real Property, as determined by an engineer reasonably acceptable to Seller and Buyer, in the case may beaggregate, would exceeds One Million Five Hundred Thousand and 00/100 US Dollars ($1,500,000.00), or (2) JPMorgan has the right to terminate the JPMorgan Lease as a result of such casualty and has not otherwise waived such right, in writing. With respect to any such damage which is not material, Buyer shall have collected less normal no right to terminate this Agreement provided that closing and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(eadjustment procedures described in clause (b) hereof with a reputable third-party insurerabove shall still apply.

Destruction or Damage. IfIf the Premises shall be damaged by fire, the elements or other casualty not due to Tenant's gross negligence or willful misconduct but are not rendered untenantable in whole or in part and which do not materially impair Tenant’s access to the Area then rented by Tenant, Landlord shall within a reasonable time and at its own expense commence to cause such damage to be repaired and the Minimum Base Rent, and all additional rent shall not be abated. If by reason of such occurrence, the Area then rented by Tenant shall be rendered untenantable in whole or in part or materially inaccessible, Landlord shall, at any time during its own expense, cause the Lease Term, damage to be repaired and the Facility Minimum Base Rent shall be equitably and reasonably abated until such damage is repaired. In the event Landlord repairs the Premises, or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then Landlord and Tenant shall promptly give written notice thereof to the Landlord. Subject to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, have the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both respective obligations to construct or install improvements as were imposed on said parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to at the requirements execution of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgageethis Lease. Tenant shall, at its sole cost discretion and expensesexpense, subject to receipt of the Insurance Proceedsreplace its stock in trade, restorefixtures, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairsfurniture, and rebuilding shall be commenced as soon as practicable following equipment. However, in the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed event fifty percent (50%) or more of the replacement cost of the Facility PremisesArea then rented by Tenant is rendered untenantable by such casualty, Tenant shall have the right right, to be exercised by notice to Landlord in writing within sixty (60) days of the occurrence of such casualty, to elect to terminate this Lease, and in such event this Lease and the tenancy created hereby shall cease as of the date of termination of this Lease and the Minimum Base Rent and all additional rent shall be adjusted as of such date. If the Premises are destroyed or damaged during the last twelve (12) months of the term of this Lease (initial or as extended) and the estimated cost of repair exceeds ten percent (10%) of the Minimum Base Rent then remaining to be paid by Tenant for the balance of the Lease Term and Tenant fails to exercise any options to renew this Lease that Tenant may have, then, Landlord or Tenant may, at its option, cancel and terminate this Lease as of the date of occurrence of such damage by giving the City Representative written notice to the other of Tenant’s its election to do so within ninety sixty (9060) days after the date on which such damage or destruction occurred, and upon such notice being given, the Lease Term shall automatically terminate and end effective as of the date of damage occurrence of such damage, and Minimum Base Rent and all additional rent shall be adjusted as of such date. During any period of construction or destruction. If Tenant does terminate the Lease repair pursuant to this Section Article 16, subject Landlord hereby approves Tenant’s placement of reasonable temporary office and storage facilities on the Premises (including but not limited to a trailer or recreational vehicle) in order to facilitate the continuity of Tenant’s business operations. For purposes of this section of this Lease, a licensed architect reasonably acceptable to Tenant designated by Landlord shall determine the extent of the damage or destruction and will provide Landlord and Tenant with certificates attesting to the rights condition of any Leasehold Mortgagee, the Premises or building in which the Premises are situated. The architect's certificate shall bind the parties as to: (a) whether or not all Insurance Proceeds payable to or a portion of the Premises or Area then rented by Tenant with respect to any casualty at are rendered untenantable and the Facility extent of untenantability; and (b) the date the Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereofbuilding became untenantable, the amount of date the Insurance Proceeds shall be deemed to be Premises or building will regain tenantability, and the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurerdate they regained tenantability.

Destruction or Damage. If, at any time during the Lease Term, the Facility Premises, or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then Tenant shall promptly give written notice thereof to the Landlord. Subject to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e15(ce) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement cost of the Facility Premises, Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenant’s election to do so within ninety (90) days after the date on which such damage or destruction occurred, and upon such notice being given, the Lease Term shall automatically terminate and end effective as of the date of damage or destruction. If Tenant does terminate the Lease pursuant to this Section 16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e15(ce) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e15(ce) hereof with a reputable third-party insurer.

Destruction or Damage. If, at any time during the Lease Term, the Facility Premises, or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then Tenant shall promptly give written notice thereof to the Landlord. All Subject to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e15(c)e) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by the Landlord and the Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expensesexpenseexpenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement cost of the Facility Premises, Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenant’s election to do so within ninety (90) days after the date on which such damage or destruction occurred, and upon such notice being given, the Lease Term shall automatically terminate and end effective as of the date of damage or destruction. If Tenant does not terminate the Lease pursuant to this Section 1616,16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty at the Facility Premises shall be paid to Tenant and Landlord Landlord. in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e15(c),15(e) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e15(c)15(e) hereof with a reputable third-party insurer.

Destruction or Damage. If, at any time during 22.01 (a) If the Lease TermBuilding or the Premises shall be partially damaged or partially destroyed by fire or other casualty and as a result thereof a portion of the Premises becomes untenantable, the Facility Premises, or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then Tenant shall promptly give written notice thereof to Base Rent and the Landlord. Subject to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e) Additional Rent payable under Article 5 hereof shall be used to repair and restore abated on a pro rata basis, based on the Facility Premises, provided RSF of that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements portion of the Development Agreement for Disbursements of City Funds for Public Costs and in Premises (taking into consideration whether or not any event made in accordance with usual and reasonable disbursement requirements portion of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding Premises is Storage Space) as shall be commenced have been rendered untenantable as soon as practicable following the occurrence a result of such damage or destruction or if (i) more than 30% of the Premises becomes untenantable and the remaining area of the Premises shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoingnot, unless the destruction or damage was due to in Tenant’s gross negligence good faith judgment, be reasonably sufficient for Tenant to continue normal operation of its business at the Premises and Tenant vacates the Premises, or willful misconduct(ii) the Premises is inaccessible and Tenant does not occupy the Premises, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) all of the replacement cost Base Rent and Additional Rent payable under Article 5 hereof shall be abated, for the period, commencing on the date the Premises becomes untenantable or inaccessible and ending on the date next preceding the earlier of (i) the date that is sixty (60) days following the date on which the Required Landlord Restoration (as defined below) is substantially complete or on which that portion of the Facility PremisesPremises otherwise becomes tenantable and accessible, and (ii) the date on which Tenant or any Tenant Party occupies such portion of the Premises for the normal conduct of its business. If the SOC Space shall have be partially damaged or destroyed by fire or other casualty and as a result thereof Tenant is not able to operate and does not operate the right SOC and Tenant vacates the entire SOC Space, then, and in such event occurring, all of the Base Rent and Additional Rent applicable to terminate this Lease by giving the City Representative written notice SOC Space shall be abated, for the period commencing on the date upon which the Tenant vacates the SOC Space and ending on the date that is the earlier to occur of Tenant’s election to do so within (i) the date that is ninety (90) days after following the date on which such damage or destruction occurredthe Required Landlord Restoration is substantially complete in the SOC Space, and upon such notice being given, (ii) the Lease Term shall automatically terminate and end effective as date on which Tenant or any Tenant Party occupies any portion of the date SOC Space for the conduct of damage or destruction. If Tenant does terminate business therein (Tenant’s testing of the Lease pursuant SOC following casualty restoration work in the SOC Space shall not be deemed occupancy of the SOC Space); provided, however, in no event shall the Base Rent and Additional Rent xxxxx with regard to this Section 16, subject more than 20,000 RSF of the SOC Space except to the rights extent, if any, that greater than 20,000 RSF of any Leasehold Mortgageethe SOC Space has been damaged or destroyed by fire or other casualty. Notwithstanding anything to the contrary herein contained, all Insurance Proceeds payable to Tenant in no event shall the Base Rent or Additional Rent xxxxx with respect regard to any casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount portion of the Insurance Proceeds shall be deemed to be Premises that was not damaged or destroyed by fire or other casualty if the amount Landlord fire or Tenant, as other casualty that damaged or destroyed any other portion of the case may be, would have collected less normal and customary reimbursement costs had Landlord Premises was caused by Tenant or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurerany Tenant Party.

Destruction or Damage. If, at any time during In the Lease Term, event of a fire or other casualty in the Facility Premises, or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then Tenant shall promptly immediately give written notice thereof to the Landlord. Subject The following provisions shall apply to fire, earthquake, act of God, the elements or other casualty occurring in the Premises and/or the Building: (a) if the damage is to improvements to the rights of any Leasehold Mortgagee, all property insurance proceeds available Premises that Tenant is required to insure pursuant to Section 15(e)15(e12.2 of the Lease, Tenant, at its cost, shall promptly repair such damage; (b) hereof if: (i) Subsection 13(a) does not apply, (ii) the damage is limited solely to the Premises, and (iii) Landlord determines that the Premises can be made tenantable with all damage substantially repaired within nine (9) months from the date of damage or destruction, then Landlord shall be used obligated to repair and restore the Facility PremisesPremises and shall proceed diligently to do so; provided, provided however, that Landlord shall have no obligation to repair or restore the Premises except to the extent that Landlord realizes insurance proceeds, if the total amount of insurance proceeds any, sufficient for such claims purposes and for all other restoration and repair purposes; (“Insurance Proceeds”c) exceeds $50,000, the same shall be paid into an escrow account, with if a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements portion of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements Building outside the boundaries of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the Premises are damaged or destroyed structures (whether or not the Premises are also damaged or destroyed) and other improvements to Landlord determines that the condition that such structures Premises and improvements existed prior to such casualty. Such restorations, repairsthe Building can both be made tenantable with all damage substantially repaired within nine (9) months from the date of damage or destruction, and rebuilding provided that sufficient insurance proceeds are available to Landlord to complete all repair and restoration obligations, then Landlord shall be commenced as soon as practicable following obligated to repair and restore the occurrence of such damage or destruction Building and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, Premises; (d) if the then-existing Lease Term is equal to or less more than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement cost of the Facility PremisesBuilding is damaged and restoration is not required to be undertaken pursuant to Subsections 13(a), 13(b), or 13(c), Landlord shall notify Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenant’s election to do so within ninety sixty (9060) days after the date on which of such damage or destruction occurred, and upon such notice being given, the either Tenant or Landlord may terminate this Lease Term shall automatically terminate and end effective as of within thirty (30) days after the date of such notice, (e) during any period when Tenant’s use of the Premises is significantly affected by damage or destruction. If Tenant does terminate , rent shall xxxxx proportionately, as reasonably determined by Landlord, until such time as the Lease pursuant Premises are made tenantable, and no portion of the rent so abated shall be subject to subsequent recapture; provided that there shall be no such abatement except to the extent that the amount thereof is compensated for and recoverable from the proceeds of rental abatement or business interruption insurance maintained by Landlord with respect to this Section 16Lease, the Premises or the Building, and (f) the proceeds from any insurance paid by reason of damage to or destruction of the Building or any part thereof, insured by Landlord, shall belong to and be paid to Landlord subject to the rights of any Leasehold Mortgageebeneficiary of any deed of trust that constitutes an encumbrance. If Landlord undertakes restoration pursuant to Subsection 13(d) or 13(e), all Insurance Proceeds payable to the proceeds from any property insurance maintained by Tenant with respect to any casualty at covering the Facility Premises shall be paid to Tenant Landlord. Landlord shall apply such insurance proceeds to the repair and Landlord restoration of Tenant’s Alterations and improvements in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurerPremises.

Destruction or Damage. If(a) If (i) the Building or the Premises are totally destroyed by storm, at any time during the Lease Termfire, the Facility Premisesearthquake, or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then (ii) the Building or the Premises are damaged to the extent that the damage cannot be restored within three hundred sixty five (365) days of the date Landlord provides Tenant shall promptly give written notice thereof of Landlord’s reasonable estimate of the time necessary to restore the Landlord. Subject to damage, or (iii) the rights of any Leasehold Mortgagee, all damage is not covered by the property insurance proceeds available required to be carried by Landlord pursuant to Section 15(e)15(eParagraph 26(d) hereof shall be used to repair and restore the Facility Premiseshereof, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement cost of the Facility Premises, Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenant’s election to do so within ninety (90) days after the date on which such damage or destruction occurred, and upon such notice being given, the Lease Term shall automatically terminate and end effective as of the date of such destruction or damage by written notice (“Landlord’s Termination Notice”) delivered to Tenant on or destruction. If before thirty (30) days following Landlord’s Insurance Notice (as hereinafter defined) and Rent shall be accounted for as between Landlord and Tenant does terminate as of the date of said casualty; provided, however, if Landlord terminates this Lease pursuant to clause (iii) of this Section 16Paragraph 23(a), subject then Tenant at its option, by written notice to Landlord on or before thirty (30) days following Landlord’s Termination Notice, may pay the rights deficiency between the amount of any Leasehold Mortgageeinsurance proceeds received by Landlord, all Insurance Proceeds payable if any, and the amount required to Tenant with respect to any casualty at restore the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or TenantBuilding and/or the Premises, as the case may be, failed to maintain substantially the insurance same condition as before such damage occurred, but specifically excluding the amount required to repair or restore those items which Tenant is obligated to insure under Section 15(e)15(e) hereof26 of this Lease, the amount which items remain Tenant’s obligation to repair or restore; in which event Landlord shall use such payment for restoration of the Insurance Proceeds shall be deemed to be Building and/or the amount Landlord or TenantPremises, as the case may be, would have collected less normal to substantially the same condition as before such damage occurred, specifically excluding the repair and customary reimbursement costs had restoration which are Tenant’s obligation as set forth above. Landlord or Tenantshall provide Tenant with written notice no later than sixty (60) days following the date of such damage of the estimated time needed to restore, as whether the case may be, maintained the loss is covered by Landlord’s insurance required under Section 15(e)15(ecoverage (“Landlord’s Insurance Notice”). LANDLORD SHALL OBTAIN AN AGREEMENT FROM ITS LENDER OR ANY OTHER PARTY ENTITLED TO LANDLORD’S PROPERTY INSURANCE PROCEEDS THAT THE TERMS AND CONDITIONS OF THIS SECTION SHALL GOVERN AND BE BINDING ON LENDER (OR ANY OTHER PARTY ENTITLED TO LANDLORD’S PROPERTY INSURANCE PROCEEDS) hereof with a reputable third-party insurerIN THE EVENT OF A CASUALTY.

Destruction or Damage. IfIf all or a substantial portion of the Premises be rendered untenantable, at any time during the Lease Term, the Facility Premises, inaccessible or any portion thereof, should be materially damaged or destroyed unsafe by any fire or any other casualty, then Tenant shall promptly give written notice thereof or portions of the Building, exclusive of the Premises are damaged or a system therein is damaged in such a way as to render the Landlord. Subject to the rights of any Leasehold Mortgagee, Premises untenantable by fire or other casualty and if it is reasonably anticipated that even though undertaken and pursued with all property insurance proceeds available pursuant to Section 15(e)15(edue diligence it will require more than six (6) hereof shall be used months to repair and restore the Facility Premisesdamaged area, provided that or if the total amount of Building or Premises are damaged by an uninsured casualty (meaning a casualty which would not have been covered by standard "all risk" insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000coverage, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement cost of the Facility Premises, Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenant’s election to do so within ninety (90) days after the date on which such damage or destruction occurred, and upon such notice being given, the Lease Term shall automatically terminate and end effective determined as of the date of damage this Lease), (i) Landlord may terminate this Lease as of the date of such casualty by notice to Tenant given within thirty (30) days after such occurrence, and (ii) if such casualty occurs during the last twelve (12) months of the Term and is not caused by any willful act or destructionomission of Tenant, Tenant may terminate this Lease as of the date of such casualty by notice to Landlord given within thirty (30) days after such occurrence. If neither Landlord nor Tenant does elects to terminate this Lease, Landlord shall proceed with all due diligence to repair the damaged area at Landlord's expense and the Rent shall abatx xx to that portion of the Premises which is untenantable for so long as the same shall remain untenantable. If this Lease is terminated pursuant to this Section 16section, subject Rent shall be apportioned on a per diem basis and paid to the rights date of any Leasehold Mortgageethe casualty. If the Premises are partially damaged by fire or other casualty but are not rendered substantially untenantable, then Landlord shall proceed with all Insurance Proceeds payable due diligence to Tenant with respect repair the Premises and the Rent shall abatx xx to any casualty at that portion of the Facility Premises which is untenantable for so long as the same shall remain untenantable, but Rent shall not otherwise abatx. Xx all or a substantial portion of the St. Louis Centre Garage shall be paid rendered untenantable, inaccessible or unsafe by fire or other casualty, Tenant's obligation to Tenant and Landlord pay parking charges for the parking spaces in equal amounts (i.e.the St. Louis Centre Garage shall abatx xxx so long as the same shall remain untenantable, split 50-50). If Landlord inaccessible or Tenantunsafe, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurer.

Destruction or Damage. If, at any time during In the Lease Term, event of a fire or other casualty in the Facility Premises, or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then Tenant shall promptly immediately give written notice thereof to the Landlord. Subject The following provisions shall apply to fire, earthquake, act of God, the elements or other casualty occurring in the Premises and/or the Building: (a) if the damage is to improvements to the rights of any Leasehold Mortgagee, all property insurance proceeds available Premises that Tenant is required to insure pursuant to Section 15(e)15(e12.2 of the Lease, Tenant, at its cost, shall promptly repair such damage; (b) hereof if: (i) Subsection 13(a) does not apply, (ii) the damage is to the Premises, and (iii) Landlord determines that the Premises can be made tenantable with all damage substantially repaired within two hundred seventy (270) days from the date of damage or destruction, then Landlord shall be used obligated to repair and restore the Facility PremisesPremises and shall proceed diligently to do so; provided, provided however, that Landlord shall have no obligation to repair or restore the Premises except to the extent that Landlord realizes insurance proceeds, if the total amount of insurance proceeds any, sufficient for such claims purposes and for all other restoration and repair purposes; (“Insurance Proceeds”c) exceeds $50,000, the same shall be paid into an escrow account, with if a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements portion of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements Building outside the boundaries of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the Premises are damaged or destroyed structures (whether or not the Premises are also damaged or destroyed) and other improvements to Landlord determines that the condition that such structures Premises and improvements existed prior to such casualty. Such restorations, repairsthe Building can both be made tenantable with all damage substantially repaired within two hundred seventy (270) days from the date of damage or destruction, and rebuilding provided that sufficient insurance proceeds are available to Landlord to complete all repair and restoration obligations, then Landlord shall be commenced as soon as practicable following obligated to repair and restore the occurrence Building and Premises; (d) if the Premises or the Building is damaged and restoration is not required to be undertaken pursuant to Subsections 13(a), 13(b), or 13(c), Landlord shall notify Tenant within sixty (60) days after the date of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding either Tenant or Landlord may terminate this Lease within thirty (30) days after the foregoing, unless the destruction or damage was due to date of such notice; (e) during any period when Tenant’s gross negligence use of the Premises is significantly affected by damage or willful misconductdestruction, rent shall xxxxx proportionately, as reasonably determined by Landlord, until such time as the Premises are made tenantable, and no portion of the rent so abated shall be subject to subsequent recapture; and (f) the proceeds from any insurance paid by reason of damage to or destruction of the Building or any part thereof, insured by Landlord, shall belong to and be paid to Landlord subject to the rights of any beneficiary of any deed of trust that constitutes an encumbrance. If Landlord undertakes restoration pursuant to Subsection 13(d) or 13(e), the proceeds from any property insurance maintained by Tenant covering the Premises shall be paid to Landlord. Landlord shall apply such insurance proceeds to the repair and restoration of Tenant’s Alterations and improvements in the Premises. Except with respect to any repairs undertaken if Section 13(d) applies and the Lease has not been terminated, if Landlord fails to complete restoration within two hundred seventy (270) days after the then-existing date of such damage or destruction, Tenant may terminate this Lease Term is equal by written notice to or less than Landlord given within ten (10) years or days after the cost expiration of restoring the Facility Premises shall exceed fifty percent such two hundred seventy (50%270) day period (but in no event after completion of restoration); provided that if after Landlord commences such restoration and thereafter determines that Landlord will not complete such restoration within two hundred seventy (270) days of the replacement cost date of the Facility Premisessuch damage or destruction, Landlord may deliver Tenant a notice of Landlord’s new proposed outside date of completion of such restoration and if Tenant does not terminate this Lease within ten (10) days of such notice, Tenant shall not have the right to terminate this Lease unless Landlord fails to complete such restoration by giving the City Representative written notice of Tenant’s election to do so within ninety (90) days after the proposed outside date on which in such damage or destruction occurred, and upon such notice being given, the Lease Term shall automatically terminate and end effective as of the date of damage or destruction. If Tenant does terminate the Lease pursuant to this Section 16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurernotice.

Destruction or Damage. If20.01 If the Premises is damaged by fire, at any time during the Lease Termearthquake, act of God, the Facility Premises, elements or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then Tenant Landlord shall promptly give written notice thereof repair such damage and this Lease shall remain in full force and effect; provided, however, that if (a) the Building is so damaged as to require repairs to the Landlord. Subject to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed Building exceeding fifty percent (50%) of the replacement cost full insurable value of the Facility Building, (b) the damage occurs less than two (2) years prior to the Expiration Date, exclusive of any renewal periods, or (c) Landlord does not for any reason (including, without limitation, by reason of the terms of any mortgage or other loan document) receive sufficient insurance proceeds to restore the Project (including the Premises) in its entirety, then, in any such case, Landlord shall have the right to terminate this Lease by giving Tenant written notice thereof within sixty (60) days after the date of such casualty, in which case this Lease shall terminate as of the date of such notice; provided, however, that if Landlord elects to so terminate pursuant to clause (b) above and Tenant exercises any available extension option within ten (10) days after receipt of such termination notice, then such termination shall be deemed null and void and of no further force and effect. If such damage is not the result of the negligence or willful misconduct of Tenant or Tenant's agents, employees, contractors, licensees or invitees, the Base Rent shall be abated to the extent Tenant's use of the Premises is impaired, commencing with the date of damage and continuing until completion of the repairs required of Landlord under Section 20.02. Furthermore, if such repairs cannot, in Landlord's reasonable opinion, be made within one hundred eighty (180) days after the date of such damage, Landlord shall so notify Tenant within thirty (30) days after the date of such damage and in such case Tenant shall have the right, by written notice given to Landlord within fifteen (15) days after the date Landlord's notice is given to Tenant, to terminate this Lease as the date of such fire or other casualty. Additionally, if any such damage or casualty renders all or a substantial portion of the Premises untenantable and the same occurs less than two (2) years prior to the Expiration Date, then Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenant’s election thereof to do so Landlord within ninety fifteen (9015) days after the date on of such casualty, in which case this Lease shall terminate as of the date of such notice. Notwithstanding anything contained in this Section 20.01 to the contrary, if any such damage or destruction casualty renders all or a substantial portion of the Premises untenantable and Landlord proceeds to repair and restore the Premises pursuant to this Article 20 but, subject to matters beyond Landlord's reasonable control, does not in fact substantially complete said repairs and restorations as to render a substantial portion of the Premises tenantable within two hundred ten (210) days from the date such damage occurred, and upon such then either Landlord or Tenant shall have the right to terminate this Lease by giving notice being givento the other at any time following the expiration of said two hundred ten (210) day period, the Lease Term which termination shall automatically terminate and end be effective as of the date such notice is received; provided, however, that if Landlord is able to substantially complete such repairs and restorations so as to render the Premises tenantable on or prior to the date on which Landlord receives Tenant's termination notice as aforesaid, then Landlord and Tenant shall no longer have the right to terminate this Lease in accordance with the provisions of damage or destruction. If Tenant does terminate the Lease pursuant to this Section 16, subject 20.01 and any termination notice received by either party after the date Landlord is able to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty at the Facility Premises substantially complete such repairs and restorations shall be paid to Tenant of no force and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurereffect.

Destruction or Damage. If, at any time during (A) In The event the Lease Term, the Facility Premises, or any portion thereof, should be materially building is damaged or destroyed by any fire or any other casualty, then Tenant shall promptly give written notice thereof perils covered by Lessor's extended coverage insurance to the Landlord. Subject to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the thenextent not exceeding twenty-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty five percent (5025%) of the replacement cost full insurable value thereof and the damages thereto are such that the Building may be repaired, reconstructed or restored within a period of the Facility Premises, Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenant’s election to do so within ninety (90) days after from the date on which of the happening of such casualty and Lessor receives insurance proceeds sufficient to cover the cost of such repairs, Lessor shall commence and proceed diligently wit the work of repair, reconstruction and restoration of the building (but shall not be responsible for repairing or restoring any property owned or installed by Lessee) and this Lease shall continue in full force and effect without any abatement I Rental except as may be expressly provided below. If such repair, reconstruction and restoration will require a period longer than ninety (90) days or if such damage exceeds twenty-five percent (25%) of the full insurable value thereof, or destruction occurredif said insurance proceeds will be insufficient to cover the cost of such repairs. Lessor may elect to so repair, reconstruct and upon restore the building to the extent it deems advisable and this lease shall continue in full force and effect without any abatement in Rental except as may be expressly provided below. Lessor shall give written notice to lessee of its intention to repair and restore or not repair or restore the Building within thirty (30) days from the date of any casualty, together with lessor's reasonable estimate of the period required to effect such repair. Provided Lessee is to in default hereunder, Lessee shall have the option to terminate this lease by written notice being givendelivered to lessor within a three(30 day period from the date of receipt of Lessor's notice that it has elected to repair the Building, if the Lease Term estimate period shall automatically constitute lessee's irrevocable election not to terminate and end effective the Lease. In the event lessor elects no to restore the Building, this lease shall be deemed to have terminated as of the date of damage or such partial destruction. If Tenant does terminate Upon any termination of this lease under any of the Lease pursuant to provisions of this Section 16section 20, subject the parties shall be released thereby without further obligation to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty at other from the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount date possession of the Insurance Proceeds shall be deemed Premises is surrendered to be the amount Landlord or Tenant, as the case may be, would lessor except for items which have collected less normal theretofore accrued and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurerare then unpaid.

Destruction or Damage. If, at any time during the Lease Term, the Facility Premises, or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then Tenant shall promptly give written notice thereof to the Landlord. Subject to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e15(hhhh) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement cost of the Facility Premises, Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenant’s election to do so within ninety (90) days after the date on which such damage or destruction occurred, and upon such notice being given, the Lease Term shall automatically terminate and end effective as of the date of damage or destruction. If Tenant does terminate the Lease pursuant to this Section 16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e15(hhhh) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e15(hhhh) hereof with a reputable third-party insurer. Quiet Enjoyment . As long as no Tenant Default has occurred and is continuing, Tenant shall peaceably and quietly hold and enjoy the Facility Premises for the Lease Term without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under Landlord, except as otherwise expressly provided in this Lease, and Landlord shall defend Tenant’s possession of the Facility Premises against all parties lawfully or equitably claiming by through or under Landlord. Condemnation . If any part of the Facility Premises is taken by eminent domain or condemnation or voluntarily transferred to a governmental authority under the threat thereof (each, a “Condemnation Proceeding”), Tenant may, at its sole option, terminate the Lease by giving written notice to the City Representative within thirty (30) days after the taking. Landlord and Tenant shall each be entitled to seek a separate award for their respective interests in the Facility Premises. If separate awards are not available, then the single award after deducting the costs of collection, shall be equitably and fairly apportioned between Landlord and Tenant to compensate each for their interest in the Facility Premises. Such apportionment shall be reasonably determined by the mutual agreement of the parties, provided if the parties fail to agree, the matter will be resolved in accordance with Section 22 hereof. If at any time during the Lease Term less than the entire Facility Premises shall be taken in any Condemnation Proceeding and Tenant does not otherwise terminate this Lease pursuant to this Section 18, then this Lease shall not terminate but shall continue in full force and effect for the remainder of the stated Lease Term, and Tenant shall continue to perform and observe all of the terms, covenants, conditions, agreements and obligations of Tenant to be performed under this Lease as though such taking had not occurred, except that Tenant shall be excused from performing its obligations hereunder to the extent prevented from doing so by reason of such partial condemnation. In the case of any partial condemnation, notwithstanding any judicial allocation of any award in the Condemnation Proceedings, the proceeds of the award shall be applied as follows: (i) first to reimburse the parties for the reasonable costs of collection, and (ii) any excess shall be equitably and fairly apportioned between Landlord and Tenant to compensate each for loss associated with their interest in the Facility Premises. Such apportionment shall be reasonably determined by the mutual agreement of the parties, provided if the parties fail to agree, the matter shall be governed by Section 22 hereof.

Destruction or Damage. If, at any time during Continued) Anything in this Lease to the Lease Term, contrary notwithstanding: In the Facility Premises, or any portion thereof, should be materially event the Premises are damaged or destroyed by any fire or any other casualty and if this Lease is not terminated, then Landlord shall promptly repair and restore the same to substantially the condition which said Premises were in immediately prior to the happening of such casualty, and if same are not so restored or repaired within one hundred twenty (120) days of such casualty, then Tenant shall promptly give at Tenant's option may terminate this Lease by written notice thereof to Landlord within thirty (30) days thereafter, Tenant's right of termination, however, shall not be applicable if Landlord is able to relocate Tenant as provided below, or if such damage or destruction is caused by Tenant's negligence or willful misconduct. From the date of such casualty until the Premises are repaired and restored, the Rent and Additional Rent and other charges payable under this Lease shall abatx xx such proportion as the part of the Premises destroyed, damaged or rendered untenantable bears to the Landlord. Subject to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e) hereof shall be used to repair and restore the Facility total Premises, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or; however, if Tenant has no Leasehold Mortgageeis unable to conduct business in the Premises as a result of such fire or casualty, then Rent and all additional rent and other charges shall abatx xxxally until Landlord's repairs are completed and Tenant can resume business in the Premises. Provided Tenant is not then in default of its obligations with this Lease; within thirty (30) days of such escrow agent casualty and until the Premises are restored, Landlord will assist Tenant in relocating into temporary space within the Irvine/Sammxx Xxx-Tech Park or any other Irvine Company property that is vacant and available. Rent and all Additional Rent and other charges payable under this Lease, shall not be abated while Tenant is in possession of such temporary space. If this Lease is terminated as herein provided, then the effective date of said termination shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence date of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement cost of the Facility Premises, Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenant’s election to do so within ninety (90) days after the date on which such damage or destruction occurreddestruction, and upon such notice being given, the Lease Term rent shall automatically terminate and end effective be adjusted as of the date of damage or destruction. If Tenant does terminate the Lease pursuant to this Section 16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurersaid date.

Destruction or Damage. If, at any time during (a) In the Lease Term, event the Facility Premises, or any portion thereof, should be materially Real Property is damaged or destroyed by between the date of this Agreement and the Closing, Seller shall notify Purchaser of such fact promptly after obtaining knowledge thereof. If any fire such damage or any other destruction (a) is a fully insured casualty, then (b) would cost less than four percent (4%) of the Purchase Price to repair or restore, as determined by the Architect (as hereinafter defined), (c) does not result in any Tenant paying annual rent comprising more than 5% of the annual gross income of the Property having the right to terminate its Lease, and (d) does not cause the Property to no longer comply with applicable laws, then, except as provided below, this Agreement shall promptly give written notice thereof remain in full force and effect and Purchaser shall acquire the Real Property upon the terms and conditions set forth herein. In such event Purchaser shall receive a credit against the Purchase Price equal to the Landlorddeductible amount applicable under Seller’s casualty policy, and Seller shall assign to Purchaser all of Seller’s right, title and interest in and to all proceeds of insurance on account of such damage or destruction. Subject In such event, if the sum of the deductible amount credited against the Purchase Price plus the proceeds of insurance the applicable insurer has agreed prior to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant Closing to Section 15(e)15(e) hereof shall be used pay before or after the Closing are not sufficient to repair and restore the Facility Premisesdamage as determined by the Architect (such deficiency is referred to herein as the “Restoration Proceeds Shortfall”), provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement cost of the Facility Premises, Tenant Purchaser shall have the right to terminate this Lease Agreement by giving the City Representative delivering written notice of Tenant’s election to do so within ninety (90) days after the date on which such damage or destruction occurred, and upon such notice being given, the Lease Term shall automatically terminate and end effective as of the date of damage or destruction. If Tenant does terminate the Lease pursuant to this Section 16, subject Seller prior to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable Closing unless Seller elects to Tenant with respect provide to any casualty Purchaser a credit against the Purchase Price at the Facility Premises shall be paid to Tenant and Landlord Closing in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance unpaid costs to repair and restore the damage to the Project as determined by the Architect (the “Restoration Credit”). If Seller makes such election, (i) Purchase shall receive a credit against the Purchase Price at Closing equal to the Restoration Credit, (ii) Seller shall retain all rights to any applicable insurance proceeds and all claims against applicable insurers, (iii) Purchaser shall not receive a credit against the Purchase Price for any applicable deductibles applicable under Seller’s insurance policies and (iv) Purchaser shall reasonably cooperate with Seller after the Closing, at no cost to Purchaser, in connection with any claims made by Seller under any of Seller’s insurance coverages with respect to the damage or destruction to the Project. Seller shall have the right to extend the Closing Date for up to ten (10) days to make such election or to attempt to cure the Restoration Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurerShortfall.

Destruction or Damage. IfIn the event of the destruction of the demised premises by fire, at any time explosion, the elements or otherwise during the Lease Term, the Facility Premisesterm hereby created, or any portion thereofprevious thereto, or such partial destruction thereof as to render the demised premises wholly untenantable or unfit for occupancy, or should the demised premises be materially damaged or destroyed by any fire or any other casualty, then Tenant shall promptly give written notice thereof to the Landlord. Subject to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e) hereof shall be used to repair and restore the Facility Premises, provided so badly injured that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall cannot be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement cost of the Facility Premises, Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenant’s election to do so repaired within ninety (90) days after from the happening of such injury, then and in such case the term hereby created shall, at the option of the Landlord, cease and become null and void from the date on which of such damage or destruction occurreddestruction, and upon the Tenant shall immediately surrender the demised premises and all of the Tenant's interest therein to the Landlord, and shall pay rent only to the time of such notice being givensurrender, in which event the Landlord may reenter and re-possess the premises thus discharged from this lease and may remove all parties therefrom. Should the demised premises be rendered untenantable and unfit for occupancy, but yet be repairable within ninety (90) days from the happening of said injury, the Lease Term Landlord may enter and repair the same with reasonable speed, and the rent shall automatically terminate not accrue after said injury or while repairs are being made, but shall recommence immediately after said repairs shall be completed. But if the demised premises shall be so slightly injured as not to be rendered untenantable and end effective as unfit for occupancy, then the Landlord agrees to repair the same with reasonable promptness and, in that case, the rent accrued and accruing shall not cease or determine. The Tenant shall immediately notify the Landlord in case of fire or other damage to the demised premises. If the Landlord shall elect to undertake to repair the demised premises, then, to the extent that the Tenant is unable to use the demised premises or any portion thereof, an appropriate suspension or adjustment (related to the portion of the date demised premises that is not useable by the Tenant) in rent shall be made during the period of damage repair. The Landlord shall proceed to make such repair with reasonable speed, taking into account, however, the difficulty in obtaining a contractor or destruction. If Tenant does terminate contractors for such work on an immediate basis, the Lease pursuant to this Section 16, subject to the rights settlement of any Leasehold Mortgageeinsurance claims in connection with said destruction or casualty, all Insurance Proceeds payable other factors related to Tenant with respect to any casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount such repair outside of the Insurance Proceeds shall be deemed to be the amount Landlord or TenantLandlord's reasonable control, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insureretc.

Destruction or Damage. If, at any time 21.1 In the event that the Leased Premises during the Lease Term, the Facility Premises, or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then Tenant shall promptly give written notice thereof to the Landlord. Subject to the rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e) term hereof shall be used to repair and restore the Facility Premisestotally destroyed by fire or other casualty insured against, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same or shall be paid into an escrow accountso damaged that repairs and restoration cannot in the opinion of the Lessee in its reasonable discretion, with be accomplished within a single escrow agent which period of One Hundred Twenty (120) days from the date of such destruction or damage, Lessee may terminate this Lease by giving written notice to the Lessor within thirty (30) days of such destruction or damage and upon such termination each party shall be appointed by Tenant’s Leasehold Mortgagee orrelieved of any further obligation to the other except for the rights and obligations of the parties under ARTICLES XVI and XVIII hereof, if Tenant has no Leasehold Mortgagee, such escrow agent and except that Lessee shall be appointed jointly by Landlord liable for and Tenantshall promptly pay Lessor any rent then in arrears or Lessor shall promptly rebate to Lessee a pro rata portion of any rent paid in advance. In the event such facilities shall be so damaged that repairs and restoration can, both parties agreeing to use in the opinion of Lessee in its reasonable efforts to agree on discretion, be accomplished within a period of One Hundred Twenty (120) days from the date of such appointment. Payments from such escrow account destruction or damage, Lessor shall conform to the requirements notify Lessee of the Development Agreement schedule for Disbursements of City Funds for Public Costs said repairs and restoration within thirty (30) days and, this Lease shall continue in any event made effect in accordance with usual its terms; such repairs and reasonable disbursement requirements restoration shall, unless otherwise agreed by Lessor and Lessee, be performed within Ninety (90) days of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject to receipt of the Insurance Proceeds, restore, repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence date of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due as closely as practicable to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten original specifications (10) years or utilizing therefore the cost of restoring the Facility Premises shall exceed fifty percent (50%) proceeds of the replacement cost insurance applicable thereto without any apportionment thereof for damages to the leasehold interest created by this Indenture), and until such repairs and restoration have been accomplished a portion of the Facility Premisesrent shall abatx xxxal to the portion of the Leased Premises rendered not suitable during this period for Lessee's intended purposes by the damage. In the event that Lessor fails to notify Lessee of said schedule for repairs within thirty (30) days, Tenant Lessee may terminate this Lease as of the date of such damage. It is understood that Lessor's obligation to restore, replace or rebuild such facilities shall not exceed in amount the sum of the insurance proceeds (plus a reasonable deductible amount) paid to it and/or released to it by any mortgage with which settlement was made. If the insurance proceeds are insufficient to permit Lessor to restore, replace, or rebuild such facilities to comparable condition as at the commencement of this Lease, then Lessee shall have the right to terminate this Lease in which event each party shall be relieved of any further obligation to the other except for the rights and obligations of the parties under ARTICLES XVI and XVIII hereof, and except that Lessee shall be liable for and shall promptly pay Lessor any rent then in arrears or Lessor shall promptly rebate to Lessee a pro rata portion of any rent paid in advance. Lessee agrees to execute and deliver to Lessor all reasonable instruments and documents necessary to evidence the fact that the right to such insurance proceeds is vested in Lessor. In the event of damage or destruction, partial or total to or of machinery, equipment and appurtenances constructed or installed on or in the Leased Premises by giving Lessee, Lessee, provided it then be in full compliance with ARTICLE XX hereof, shall be entitled to receive an apportionment of the City Representative written notice of Tenant’s election to do so within ninety (90) days after insurance proceeds in accordance with the date on which such relative damage or destruction occurredto or of (a) the Leased Premises at the beginning of the term hereof and (b) machinery, equipment and upon appurtenances, if any, constructed or installed on or in the Leased Premises by the Lessee at its expense after the beginning of the term hereof and which would have been removable by Lessee pursuant to ARTICLE X hereof. If in Lessee's reasonable opinion such untenantable condition is likely to persist for a period of more than One Hundred Twenty (120) days, then Lessee may, by written notice being givento Lessor, the terminate this Lease Term shall automatically terminate and end effective as of the date of such damage or destruction. If Tenant does terminate the Lease pursuant to this Section 16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurer.

Destruction or Damage. If, at any time during (a) In the Lease Term, event the Facility Premises, or any portion thereof, should be materially Property is damaged or destroyed prior to the Closing Date, Prudential shall notify REIT OP in writing of such fact promptly after obtaining knowledge thereof and provide to REIT OP such appropriate information as Prudential may have in its possession regarding the extent and nature of such casualty. If any such damage or destruction (a) is caused by any fire an insured casualty and (b) would cost less than or any other casualtyequal to Five Million Dollars ($5,000,000.00) to repair or restore, then Tenant this Agreement shall promptly give written notice thereof remain in full force and effect and REIT OP shall acquire the Property upon the terms and conditions set forth herein. In such event, REIT OP shall receive a credit against the Contribution Price equal to the Landlord. Subject to the rights deductible amount applicable under Prudential's casualty insurance policy (less all reasonable out of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e)15(e) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in any event made in accordance with usual and reasonable disbursement requirements of the Leasehold Mortgagee. Tenant shall, at its sole cost pocket costs and expenses, subject to receipt including attorneys' fees and costs, incurred by Prudential as of the Insurance Proceeds, restore, repair Closing Date in connection with the negotiation and/or rebuild settlement of the damaged or destroyed structures and other improvements to casualty claim with the condition that such structures and improvements existed prior to such casualty. Such restorations, repairsinsurer (the "REALIZATION COSTS")), and rebuilding Prudential shall be commenced as soon as practicable following the occurrence assign to REIT ----------------- OP all of Prudential's right, title and interest in and to all proceeds of insurance on account of such damage or destruction destruction. In the event the Property is damaged or destroyed prior to the Closing Date by an insured casualty and as a result (i) the cost of repair or restoration would cost more than Five Million Dollars ($5,000,000.00) or (ii) a Major Tenant exercises a right under its Lease to terminate such Lease then, notwithstanding anything to the contrary set forth above in this Section, to the contrary set forth above in this Section, REIT OP shall have the right, at its election, either (i) to terminate this Agreement or (ii) to proceed to purchase and shall thereafter the Property in accordance with the terms of this Agreement. REIT OP shall have thirty (30) days after Prudential notifies REIT OP that a casualty has occurred to make such election by delivery to Prudential of a written election notice (the "ELECTION NOTICE" ) and the -------- ------ Closing Date shall be prosecuted continuously extended, if necessary, to completion with diligenceprovide sufficient time for REIT OP to make such election. Notwithstanding The failure by REIT OP to deliver the foregoingElection Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement. In the event that REIT OP does not elect to terminate this Agreement as set forth above, unless this Agreement shall remain in full force and effect and at the destruction Closing, Prudential shall assign to REIT OP all of Prudential's right, title and interest in and to any and all proceeds of insurance on account of such damage or damage was due to Tenant’s gross negligence or willful misconductdestruction, if any, and, if the then-existing Lease Term is casualty was an insured casualty, REIT OP shall receive a credit against the Contribution Price equal to or the deductible amount (less than ten (10the Realization Costs) years or the cost of restoring the Facility Premises shall exceed fifty percent (50%) of the replacement cost of the Facility Premises, Tenant shall have the right to terminate this Lease by giving the City Representative written notice of Tenant’s election to do so within ninety (90) days after the date on which such damage or destruction occurred, and upon such notice being given, the Lease Term shall automatically terminate and end effective as of the date of damage or destruction. If Tenant does terminate the Lease pursuant to this Section 16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any under Prudential's casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurerpolicy.

Destruction or Damage. If, at any time during (a) In the Lease Term, event that the Facility Leased Premises, or any portion thereofas it exists at the beginning of the term hereof, should be materially damaged or is totally destroyed by any fire or any other casualtycasualty insured against, or is so damaged that repairs and restoration cannot be accomplished within a period of sixty (60) days from the date of such destruction or damage, then upon notice from Landlord or Tenant to the other party within 30 days of the date of such loss the term of this Lease will then terminate without further act of either party hereto, and each party shall be relieved of any further obligation to the other, and except that Tenant shall be liable for and shall promptly give written notice thereof pay Landlord any Rent then in arrears or Landlord shall promptly rebate to Tenant the Landlord. Subject to the rights pro rata portion of any Leasehold MortgageeRent paid in advance. In the event that the Leased Premises are so damaged that repairs and restoration can be accomplished within a period of sixty (60) days from the date of such destruction or damage, all property insurance proceeds available pursuant to Section 15(e)15(e) hereof shall be used to repair this Lease will continue in effect in accordance with its terms; such repairs and restore the Facility Premisesrestoration will, provided that if the total amount of insurance proceeds for such claims (“Insurance Proceeds”) exceeds $50,000, the same shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly unless otherwise agreed by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform be performed as closely as practicable to the requirements original specifications (utilizing therefor the proceeds of the Development Agreement insurance applicable thereto without any apportionment thereof for Disbursements of City Funds for Public Costs damages to the leasehold interest created by this Lease), and in any event made in accordance with usual until such repairs and reasonable disbursement requirements restoration have been accomplished, a portion of the Leasehold Mortgagee. Tenant shall, at its sole cost and expenses, subject rent will xxxxx equal to receipt the proportion of the Insurance Proceeds, Leased Premises rendered unusable by the damage. Landlord's obligation to restore, repair replace or rebuild such facilities will not exceed in amount the sum of the insurance proceeds paid to it and/or rebuild released to it by any mortgagee with which settlement was made. In the damaged or destroyed structures and other improvements to event the condition that such structures and improvements existed prior to such casualty. Such restorationsLeased Premises may be repaired and/or restored within the aforementioned sixty (60) day period, repairs, and rebuilding shall be commenced as soon as practicable following the occurrence of such damage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, unless the destruction or damage was due to Tenant’s gross negligence or willful misconduct, if the then-existing Lease Term is equal to or less than ten (10) years or but the cost of restoring such repair or restoration exceeds the Facility Premises shall exceed fifty percent (50%) available insurance proceeds, at Landlord's discretion, this Lease may be terminated in which event the rights and duties of the replacement cost parties shall be governed by the first sentence of the Facility Premises, this Section. Tenant shall have execute and deliver to Landlord all instruments and documents necessary to evidence the fact that the right to terminate this Lease by giving the City Representative written notice of Tenant’s election to do so within ninety (90) days after the date on which such damage or destruction occurred, and upon such notice being given, the Lease Term shall automatically terminate and end effective as of the date of damage or destruction. If Tenant does terminate the Lease pursuant to this Section 16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to any casualty at the Facility Premises shall be paid to Tenant and Landlord insurance proceeds is vested in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e)15(e) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e)15(e) hereof with a reputable third-party insurerLandlord.