Common use of Destruction Clause in Contracts

Destruction. In the event the Premises are destroyed in whole or in part from any cause, Lessor may, at its option, (1.) rebuild or restore the Premises to their condition prior to the damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminished.

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's sole cost and expense, in which event this Lease shall remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed in whole or in part from any causeinsured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Lessor Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its optionexpense, (1.) promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars ($10,000.00) in all other cases. In the event the Premises are damaged or destroyed from any insured peril to the extent of less than fifty percent (2.50%) terminate of the Leasethen replacement cost of the Premises, Landlord shall, at Landlord's expense, promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed an amount equal to one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars ($10,000.00) in all other cases. If Lessor does not give Lessee notice in writing In the event that, pursuant to the foregoing provisions, Landlord is to rebuild or restore the Premises, Landlord shall, within thirty (30) days after the date on which occurred the destruction occurrence of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the such damage or destruction, provide Tenant with written notice of the time required for such repair or restoration. If Lessor does not complete the rebuilding or restoration within one such period is longer than two hundred eighty seventy (180270) days following from the date issuance of destruction a building permit, Tenant may, within thirty (30) days after receipt of Landlord's notice, elect to terminate the Lease by giving written notice to Landlord of such election, whereupon the Lease shall immediately terminate. The period of time for Landlord to complete the repair or restoration shall be extended for delays caused by the fault or neglect of Lessee of Tenant or because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes causes, or other contingencies beyond the control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to LessorLandlord. Lessor’s Landlord's obligation to rebuild repair or restore the Premises shall not include restoration of Lessee’s Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations, alterations or additions made by Lessee Tenant to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; provided, however, that during any period of repairs or restoration, rent and all other amounts to be paid by Tenant on account of the Premises and this Lease shall be abated in proportion to the area of the Premises rendered not reasonably suitable for the conduct of Tenant's business thereon. Lessee Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, 2 and Section 1933, Subdivision 4, 4 of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminished.

Destruction. In If the event Building is totally or partially destroyed during the Term, rendering the Premises are destroyed in whole totally or in part from any causepartially inaccessible or unusable, Lessor maythen, at its optionsubject to the remainder of this Paragraph 29, (1.i) rebuild or Landlord shall promptly commence work necessary to restore the Premises Building to their substantially the same condition prior as it was in immediately before such destruction and shall diligently prosecute such restoration work until completed, (ii) Landlord shall not be required to the damage restore Tenant's Alterations or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice Tenant's Personal Property, unless they are fixtures in writing within thirty (30) days after the date on which occurred the destruction of the Premises and they are specifically covered by insurance proceeds received by Landlord, such excluded items being the sole responsibility of its election either Tenant to rebuild and restore the Premisesrestore, or to terminate this Lease, Lessor (iii) such destruction shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15except as provided below), and (iv) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration all obligations of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, Tenant under this Lease shall remain in full force effect, except that the Basic Monthly Rent and effect. Lessee hereby expressly waives Additional Rent shall be abated or reduced, between the provisions date of Section 1932such destruction and the date of Substantial Completion of restoration, Subdivision 2, and Section 1933, Subdivision 4, by the ratio of (a) the Rentable Square Footage of the California Civil CodePremises rendered unusable or inaccessible by the destruction, to (b) the Rentable Square Footage of the Premises prior to such destruction. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the LeaseParagraph, then Lessee either party shall have 10 business days from the option date of Landlord’s determination that this sentence applies to terminate the Lease if the Premises cannot besubject destruction/reconstruction, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option which to terminate this Lease by giving written notice to Lessor within thirty if Landlord determines that (301) it will likely take more than either (A) 330 days after following the date of such casualty, or (B) 270 25 American Assets Trust – Lease Form 1/31/2023 days after obtaining all required permits for such reconstruction, in which to complete such work, (2) such destruction (which is not de minimus in nature) occurs during the damage estimatelast year of the Term, or (3) then-existing Laws do not permit such restoration. Additionally, Landlord may, at its election, terminate this Lease by so notifying Tenant in writing on or before the later of 60 days after such destruction or 30 days after Landlord's receipt of the proceeds (or written notice of the amount of proceeds) from insurance maintained by Landlord, if (l) such destruction exceeds 20% of the then‑replacement value of the Premises, the Building, or the Project, or (ll) Landlord reasonably determines that the cost of such restoration will exceed the amount of insurance proceeds relating to such destruction actually received by Landlord from insurance maintained by Landlord, excluding deductibles, by more than 5% of such cost of restoration. If Landlord or Tenant so terminates this Lease, then (x) Landlord shall have no obligation to restore the Project , (y) Landlord shall retain all insurance proceeds relating to such destruction, and (z) this Lease shall terminate as of 30 days after such notice of termination from Landlord to Tenant. Tenant hereby waives the date specified by Lessee provisions of California Civil Code Sections 1932(2) and 1933(4) or any successor statute with respect to any destruction of the Premises. If Landlord restores the Premises following any such destruction, Tenant shall immediately refixturize, re-equip, and (if applicable) restock the Premises and shall re-open the Premises for business as soon thereafter as is reasonably practicable, not to exceed 60 days. If Tenant does not intend to so reopen the Premises for business, it must notify Landlord in its termination notice, which date shall not be before the date writing within 20 business days of such damage or destruction, whereupon Landlord may cease its repair work and terminate this Lease. Additionally, if Landlord fails to Substantially Complete such restoration work within one year, Tenant may, by giving 30 days’ written notice or more than ninety to Landlord delivered after such year (90) days after the date of such notice. During any during which period of time following a casualty where all or any portion of the Premises such restoration is not suitable for Lessee’s useSubstantially Completed), as reasonably determined by Lessee, than all rent due under terminate this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminishedLease.

Destruction. In the event that any portion of the Premises are destroyed or damaged by an uninsured peril to the extent of five percent (5%) or more of the then replacement cost of the Premises, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's sole cost and expense, in which event this Lease shall remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed in whole or in part from any causeinsured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Lessor Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its optionexpense, (1.) promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction Tenant's Pro-Rata Share of the amount of any deductible from the insurance policy. In the event the Premises are damaged or destroyed from any insured peril to the extent of less than fifty percent (2.50%) terminate of the Leasethen replacement cost of the Premises or by any uninsured peril to the extent of less than five percent (5%) of the then replacement cost of the Premises, Landlord shall, at Landlord's expense, promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction Tenant's Pro-Rata Share of the amount of any deductible from the insurance policy. If Lessor does not give Lessee notice in writing In the event that, pursuant to the foregoing provisions, Landlord is to rebuild or restore the Premises, Landlord shall, within thirty (30) days after the date on which occurred the destruction occurrence of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the such damage or destruction, provide Tenant with written notice of the time required for such repair or restoration. If Lessor does not complete the rebuilding or restoration within such period is longer than one hundred eighty (180) days following from the issuance of a building permit, Tenant may, within thirty (30) days after receipt of Landlord's notice, elect to terminate the Lease by giving written notice to Landlord of such election, whereupon the Lease shall immediately terminate as of the date of destruction (such destruction. The period of time for Landlord to complete the repair or restoration shall be extended for delays caused by the fault or neglect of Lessee of Tenant or because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes causes, or other contingencies beyond the control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to LessorLandlord. Lessor’s Landlord's obligation to rebuild repair or restore the Premises shall not include restoration of Lessee’s Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations, alterations or additions made by Lessee Tenant to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; provided, however, that during any period of repairs or restoration, rent and all other amounts to be paid by Tenant on account of the Premises and this Lease shall be abated in proportion to the area of the Premises rendered not reasonably suitable for the conduct of Tenant's business thereon. Lessee Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, 2 and Section 1933, Subdivision 4, 4 of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminished.

Destruction. In the event that any portion of the Premises are destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's sole cost and expense, in which event this Lease shall remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event neither parr~ xxects to terminate this Lease as provided in the foregoing sentence, then Landlord shall be deemed to have elected to restore or repair the Premises at Landlord's sole cost and expense, in which event this Lease shall remain in full force and effect and Landlord shall thereafter diligently proceed with such repairs and/or restoration. For purposes of this paragraph, the term "uninsured peril" shall not include a peril which would have been covered by Landlord if Landlord had carried the insurance required under the terms of this Lease. In the event the Premises are damaged or destroyed in whole or in part from any causeinsured peril to the extent of fifty percent (50~) or more of the then replacement cost of the Premises, Lessor Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its optionexpense, (1.) promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy. In the event the Premises are damaged or destroyed from any insured peril to the extent of less than fifty percent (2.50~) terminate of the Leasethen replacement cost of the Premises, Landlord shall, at Landlord's expense, promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy. If Lessor does not give Lessee notice in writing In the event that, pursuant to the foregoing provisions, Landlord is to rebuild or restore the Premises, Landlord shall, within thirty (30) days after the date on which occurred the destruction occurrence of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the such damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee Landlord and Tenant shall each have the right to terminate this Lease by giving fifteen if (15a) the damage to the Premises occurs at any time during the last eighteen (18) months of the Lease Term and (b) it is estimated that the necessary repairs will take more than sixty (60) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration complete from the date of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premisesdamage. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; provided, however, that during any period of repairs or restoration, rent and all other amounts to be paid by Tenant on account of the Premises and this Lease shall be abated in proportion to the area of the Premises rendered not reasonably suitable for the conduct of Tenant's business thereon. Lessee Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, 2 and Section 1933, Subdivision 4, 4 of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminished.

Destruction. In the event the Premises are damaged or destroyed in whole or in part from any cause, Lessor mayor in the event any utility service servicing the Premises becomes completely inoperable, at its optionLandlord shall, within fifteen (1.15) rebuild business days of the event of such damage, destruction or restore cessation of service, notify Tenant in writing as to the approximate length of time necessary for Landlord to reconstruct the Premises to their substantially its former condition prior or to the damage or destruction or (2.) terminate the Leasehave such utility services restored. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within such estimate exceeds one hundred eighty (180) days following from the date of damage, destruction or cessation of service, either party shall have the option, within thirty (30) days of Landlord’s notice, to terminate this Lease as to only the Building as to which the damage or cessation has occurred or, if, as a result of such period damage, destruction or cessation of time service, Tenant is only able to be extended for delays caused by occupy four (4) Buildings under both this Lease and the fault or neglect of Lessee of because of acts of GodPhase 2 Lease, acts of public agenciesthen in that event, labor disputesTenant may terminate this Lease in its entirety as well as the Phase 2 Lease in it’s entirety. In addition, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay if the reconstruction of the contractors Premises or subcontractors due to restoration of the utility service exceeds Landlord’s estimate, as set forth in Landlord’s notice, Tenant shall, once it becomes clear that such causes estimate will be exceeded until such time as the reconstruction or other contingencies beyond control of Lessor)restoration is complete, then Lessee shall have the right to terminate this Lease by giving fifteen as to the Building as to which the damage or cessation has occurred or, if, as a result of such damage, destruction or cessation of service, Tenant is only able to occupy four (154) days Buildings under both this Lease and the Phase 2 Lease, Tenant may terminate this Lease in its entirety as well as the Phase 2 Lease Lease in it’s entirety. If such a termination occurs, the obligations under this Lease shall be equitably revised based on the square footage of the Premises terminated in relation to the total square footage of the Premises prior written notice to Lessortermination. LessorIf neither party elects to terminate, or if neither party is entitled to terminate under this Paragraph, Landlord shall promptly, at its sole expense, rebuild or restore the Premises or the utilities to substantially the condition existing prior to the date of damage, destruction or cessation of service. Tenant shall be entitled to a reduction in rent while such repair is being made in the proportion that the area of the Premises is rendered unusable bears to the total square footage of the Premises. Notwithstanding anything herein to the contrary, Landlord’s obligation to rebuild or restore shall be limited to the building, interior improvements and utilities as they existed as of the Commencement Date of the Lease, but shall not include (a) restoration of LesseeTenant’s trade fixtures, equipment, merchandise, merchandise or any improvements, alterations, alterations or additions made by Lessee Tenant to the Premises, or (b) any damage caused by the act or breach of this Lease by Tenant, which damage Tenant shall forthwith replace or fully repair at Tenant’s sole cost and expense. Unless this Lease is terminated a termination occurs pursuant to the foregoing provisions, this Lease shall remain in full force and effecteffect as to the entirety of the Premises. Lessee Tenant hereby expressly waives the provisions of Section section 1932, Subdivision 2, and Section section 1933, Subdivision 4, 4 of the California Civil Code. Notwithstanding anything to the contrary set forth above, in this Article 15: the event the damage or destruction of the Premises (i) if occurs during the last two years of the term (unless any applicable extension option has been exercised) and (ii) has rendered at least 50% of the Premises are damaged unusable by any peril and Lessor does not terminate the LeaseTenant, then Lessee Landlord shall have the option during the aforementioned fifteen (15) business day period to elect not to rebuild the Premises by so notifying Tenant, in which case Tenant may elect to terminate this Lease and/or the Phase 2 Lease by so notifying Landlord. Notwithstanding the foregoing, in the event Landlord elects not to rebuild or restore the Premises or any Building constituting a portion of the Premises, and notifies Tenant that Landlord desires to terminate the Lease if the Premises cannot beas to that Building, or are not in factTenant may, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving providing written notice to Lessor Landlord within thirty (30) 30 days after of the date it receives notice of Landlord’s intent to terminate, elect to rebuild one or more of the damage estimateBuildings which were so damaged. In the event Tenant makes the election set forth herein, and then this Lease shall terminate as of continue in full force and effect, and any insurance proceeds for the date specified damage being repaired by Lessee Tenant shall be assigned to and paid over to Tenant to the extent Tenant pays the same for such restoration. Tenant shall then immediately Charleston Intuit Lease Phase 1—Buildings 1-5 August 4, 2003—Final commence, at its sole cost and expense, restoring such Buildings to the condition they were in its termination notice, which date shall not be before prior to the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminisheddestruction.

Destruction. In the event If the Premises are destroyed in whole or in part from any cause, Lessor may, at its option, (1.) rebuild or restore the Premises to their condition prior to the damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises Building are damaged by any peril and Lessor does not terminate fire or other casualty, Landlord shall forthwith repair the Leasesame, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever provided that such repairs can be made within one hundred eighty (180) days after the date of such damage under the laws and regulations of the federal, state and local governmental authorities having jurisdiction thereof. In such event, this Lease shall remain in full force and effect except that Tenant shall be entitled to a proportionate reduction of Base Rent and Additional Charges while such repairs to be made hereunder by Landlord are being made. Such proportionate reduction shall be based upon the extent to which such damage and the making of such repairs by Landlord shall interfere with the business carried on by Tenant in the Premises. Within sixty (60) days after the date of such damage (or as soon as reasonably possible after such sixty (60) day period), Landlord shall notify Tenant whether or not such repairs can be made within one hundred eighty (180) days after the date of such damage and Landlord's determination thereof shall be binding on Tenant. If such repairs cannot be made within one hundred eighty (180) days from the date of such damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee Landlord shall have the option to terminate this Lease by giving written notice to Lessor option, within thirty (30) days after the date of the Landlord's notice to Tenant of such determination either to: (i) notify Tenant of Landlord's intention to repair such damage estimateand diligently prosecute such repairs, and in which event this Lease shall continue in full force and effect and the Base Rent and Additional Charges shall be reduced as provided herein; or (ii) notify Tenant of Landlord's election to terminate this Lease as of the a date specified by Lessee in its termination such notice, which date shall be not less than thirty (30) nor more than sixty (60) days after notice is given. In the event that such notice to terminate is given by Landlord, this Lease shall terminate on the date specified in such notice. In case of termination, the Base Rent and Additional Charges shall be before reduced by a proportionate amount based upon the extent to which such damage interfered with the business carried on by Tenant in the Premises, and Tenant shall pay such reduced Base Rent and Additional Charges up to the date of such notice or more than ninety (90) days termination based upon an estimate produced by Landlord, with a final settlement of Additional Charges to be completed after the date end of such noticethe applicable Tax Year and/or Expense Year, in accordance with Article 5 above. During Landlord agrees to refund to Tenant any Base Rent and Additional Charges previously paid for any period of time following a casualty where all subsequent to such date of termination. The repairs to be made hereunder by Landlord shall not include, and Landlord shall not be required to repair, any damage by fire or other cause to the property of Tenant or any portion damage caused by the negligence of the Premises is not suitable for Lessee’s useTenant, as reasonably determined by Lesseeits contractors, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminished.agents, licensees or

Destruction. In (a) If the event the Demised Premises are destroyed in whole damaged by fire or in part from any causeother casualty, Lessor may, at its option, (1.) rebuild or restore the Premises to their condition prior to the damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor same shall be deemed to have elected to rebuild repaired or restore themrebuilt as speedily as practical under the circumstances at the expense of Landlord, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary as provided in this Article 15: 22, and during the period required for restoration, a just and proportionate part of Base Rental shall be abated until the Demised Premises are repaired or rebuilt. __________________________(b) If the Demised Premises are (i) if the Premises are damaged by any peril and Lessor does not terminate the Leaseto such an extent that repairs cannot, then Lessee shall have the option to terminate the Lease if the Premises cannot bein Landlord's judgment, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever be completed within one hundred eighty (180) days after the damagedate of the commencement of repair of the casualty, and or (ii) if damaged or destroyed as a result of a risk which is not insured under the Premises are insurance policies required hereunder, or (iii) damaged by any peril or destroyed during the last twelve eighteen (1218) months of the Lease termTerm, Lessee shall have or (iv) if the Building is damaged in whole or in part (whether or not the Demised Premises are damaged) to such an extent that the Building cannot, in Landlord's judgment, be operated economically as an integral unit, then and in any such event Landlord may at its option to terminate this Lease by giving written notice in writing to Lessor Tenant within thirty sixty (3060) days after the day of such occurrence. If the Demised Premises are damaged to such an extent that repairs cannot, in Landlord's judgment, be completed within one hundred eighty (180) days after the date of the damage estimatecommencement of repair of the casualty or if the Demised Premises are substantially damaged during the last eighteen (18) months of the Lease Term, and then in either such event Tenant may elect to terminate this Lease shall terminate as of the date specified by Lessee notice in its termination notice, which date shall not be before the date of such notice or more than ninety writing to Landlord within fifteen (9015) days after the date of such noticeoccurrence. During any period of time following a casualty where all Unless Landlord or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under Tenant elects to terminate this Lease as hereinabove provided, this Lease will remain in full force and effect and Landlord shall be equitably abated during repair such period based on damage at its expense to the extent to which Lessee’s use and enjoyment of required under subparagraph (c) below as expeditiously as possible under the Premises is diminishedcircumstances.

Destruction. In the event that any portion of the Premises are destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's sole cost and expenses, in which event this Lease shall remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed in whole or in part from any causeinsured peril to the extent of ninety percent (90%) or more of the then replacement cost of the Premises, Lessor Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its option, (1.) expense promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy. In the event the Premises are damaged or destroyed from any insured peril to the extent of less than ninety percent (2.90%) terminate of the Leasethen replacement cost of the Premises, Landlord shall, at Landlord's expense, promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy. If Lessor does not give Lessee notice in writing In the event that, pursuant to the foregoing provisions, Landlord is to rebuild or restore the Premises, Landlord shall, within thirty (30) days after the date on which occurred the destruction occurrence of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the such damage or destruction, provide Tenant with written notice of the time required for such repair or restoration. If Lessor does not complete the rebuilding or restoration within such period is longer than one hundred eighty (180) days following from the date issuance of destruction a building permit, Tenant may, within thirty (30) days after receipt of Landlord's notice, elect to terminate the Lease by giving written notice to Landlord of such election, whereupon the Lease shall immediately terminate. The period of time for Landlord to complete the repair or restoration shall be extended for delays caused by the fault or neglect of Lessee of Tenant or because of acts of God, acts of public agenciespublication, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes causes, or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminished.the

Destruction. In If the event Real Property is totally or partially destroyed during the Term, rendering the Premises are destroyed in whole totally or in part from any causepartially inaccessible or unusable, Lessor maythen, at its optionsubject to the remainder of this Paragraph, (1.a) rebuild or Landlord shall restore the Premises Real Property to their substantially the same condition prior as it was in immediately before such destruction including the Tenant Improvements, (b) Landlord shall not be required to the damage restore Tenant's Alterations, or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction Tenant's Personal Property, unless they are an integral part of the Premises and specifically covered by insurance proceeds received by Landlord, such excluded items being the sole responsibility of its election either Tenant to rebuild and restore the Premisesrestore, or to (c) such destruction shall not terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty and (180d) days following the date all obligations of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, Tenant under this Lease shall remain in full force effect, except that Adjusted Minimum Monthly Rent shall be abated or reduced, between the date of such destruction and effect. Lessee hereby expressly waives the provisions date of Section 1932completion of restoration, Subdivision 2, and Section 1933, Subdivision 4, by the ratio of (i) the area of the California Civil CodePremises rendered unsuitable or inaccessible by the destruction to (ii) the area of the Premises prior to such destruction. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot beLandlord or Tenant may, or are not in factat its election, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) so notifying the other party in writing on or before the later of 60 days after the date such destruction or 60 days after Landlord's receipt of the damage estimateproceeds from insurance maintained by Landlord, if (A) then-existing laws do not permit such restoration, (B) such destruction occurred during the last year of the Term, (C) such destruction exceeded 25 percent of the then-replacement value of the Premises or the Real Property, or (D) Landlord determines that the cost of such restoration exceeds the amount of insurance proceeds relating to such destruction actually received by Landlord from insurance maintained by Landlord. If Landlord so terminates this Lease, then (1) Landlord shall have no obligation to restore the Real Property, (2) Landlord shall retain all insurance proceeds relating to such destruction, and (3) this Lease shall terminate as of the date specified by Lessee in its termination noticeof destruction. If Landlord restores the Premises as provided above, which date shall not be before then Tenant waives the date provisions of such notice or more than ninety (90California Civil Code Sections 1932(2) days after the date of such notice. During and 1933(4) with respect to any period of time following a casualty where all or any portion destruction of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminishedPremises.

Destruction. In the event that any portion of the Premises are destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's sole cost and expense, in which event this Lease shall remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed in whole or in part from any causeinsured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Lessor Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its optionexpense, (1.) promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy. In the event the Premises are damaged or destroyed from any insured peril to the extent of less than fifty percent (2.50%) terminate of the Leasethen replacement cost of the Premises, Landlord shall, at Landlord's expense, promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy. If Lessor does not give Lessee notice in writing In the event that, pursuant to the foregoing provisions, Landlord is to rebuild or restore the Premises, Landlord shall, within thirty (30) days after the date on which occurred the destruction occurrence of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the such damage or destruction, provide Tenant with written notice of the time required for such repair or restoration. If Lessor does not complete the rebuilding or restoration within one hundred eighty such period is longer than NINETY (18090) days following from the date issuance of destruction a building permit, WHICH TIME FOR RECEIPT OF A BUILDING PERMIT SHALL NOT EXCEED TWENTY (20) DAYS, Tenant may, within thirty (30) days after receipt of Landlord's notice, elect to terminate the Lease by giving written notice to Landlord of such election, whereupon the Lease shall immediately terminate. IF LANDLORD UNDERTAKES SUCH REPAIRS AND IS NOT COMPLETED WITHIN ONE HUNDRED TWENTY (120) DAYS, TENANT HAS THE RIGHT TO TERMINATE THE LEASE, UPON WRITTEN NOTICE TO LANDLORD. The period of time for Landlord to complete the repair or restoration shall be extended for delays caused by the fault or neglect of Lessee of Tenant or because of acts of God, acts of public agenciespublication, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes causes, or other contingencies beyond the control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to LessorLandlord. Lessor’s Landlord's obligation to rebuild repair or restore the Premises shall not include restoration of Lessee’s Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations, alterations or additions made by Lessee Tenant to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; provided, however, that during any period of repairs or restoration, rent and all other amounts to be paid by Tenant on account of the Premises and this Lease shall be abated in proportion to the area of the Premises rendered not reasonably suitable for the conduct of Tenant's business thereon. Lessee Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, 2 and Section 1933, Subdivision 4, 4 of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminished.

Destruction. In the event the Premises are destroyed in whole or in part from any cause(i) If, Lessor may, at its option, (1.) rebuild or restore the Premises to their condition prior to the damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction Purchase Closing Date, any part of the Premises is damaged or destroyed by fire or other casualty, Optionor shall promptly notify Optionee in writing of its election either to rebuild and restore such fact. If the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore portion of the Premises to its condition prior to the damage so damaged or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty destroyed exceeds twenty percent (18020%) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control rentable square feet of Lessorthe Premises (a “Significant Portion”), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee Optionee shall have the option to terminate the Lease if Agreement as to the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after transaction that is the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months subject of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within applicable Purchase Option Notice upon thirty (30) days after days’ notice to Optionor, provided, that within such thirty (30) day period Optionor may, at its option, but subject to the date terms and conditions of the Condominium Documents, notify Optionor that it intends to repair such damage estimateat its sole cost and expense, and this Lease shall terminate as of the date specified by Lessee in its termination Optionor may, upon such notice, which date shall postpone the Purchase Closing for a period of time reasonably necessary, but not be before the date of such notice or more than to exceed ninety (90) days after in the date of aggregate, to make such noticerepairs. During any If Optionee shall elect to terminate the Agreement as aforesaid, and Optionor shall not notify Optionee within such thirty (30) day period of time following a casualty where all its intention to make such repairs, then the Deposit shall be promptly returned to Optionee whereupon the Agreement shall terminate as to the transaction that is the subject of the applicable Purchase Option Notice and neither party shall have any further rights or any obligations hereunder with respect thereto other than those that expressly survive such termination. If Optionee does not elect to terminate the Agreement as provided above, or if the portion of the Premises so damaged or destroyed is not suitable for Lessee’s usemore than a Significant Portion of the Premises, Optionee shall accept the Premises in its then “as reasonably determined by Lesseeis” condition with no abatement of the Purchase Price, than all rent due under this Lease and at the Purchase Closing Optionor shall assign and turn over to Optionee, and Optionee shall be equitably abated during entitled to make a claim for and to receive and keep, all of Optionor’s interest in and to all casualty insurance proceeds payable in connection with such period based on casualty, and Optionee shall receive a credit against the extent Purchase Price at the Purchase Closing in the amount of (a) any deductible payable by Optionor in connection with casualty coverage, plus (b) the insurance proceeds, if any, actually received by Optionor prior to which Lessee’s use and enjoyment the Purchase Closing, minus (c) the reasonable out-of-pocket costs actually incurred or paid by Optionor in collecting the proceeds and/or in making any repairs; provided, that the insurer confirms in writing its willingness to pay to Optionee the full amount of the estimated cost of the restoration of the Premises (less the deductible), or Optionor grants to Optionee a credit in an amount equal to the difference between the full amount of the estimated cost of the restoration of the Premises and the amount the insurer agrees to pay to Optionee. This Section 15 is diminishedan express agreement to the contrary of Section 5-1311 of the New York General Obligation Law.

Destruction. In the event that any portion of the Premises are destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's sole cost and expense, in which event this Lease shall remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed in whole or in part from any causeinsured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Lessor Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its optionexpense, (1.) promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy. In the event the Premises are damaged or destroyed from any insured peril to the extent of less than fifty percent (2.50%) terminate of the Leasethen replacement cost of the Premises, Landlord shall, at Landlord's expense, promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy. If Lessor does not give Lessee notice in writing In the event that, pursuant to the foregoing provisions, Landlord is to rebuild or restore the Premises, Landlord shall, within thirty (30) days after the date on which occurred the destruction occurrence of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the such damage or destruction, provide Tenant with written notice of the estimated time required for such repair or restoration. If Lessor does not complete the rebuilding or restoration within such period is longer than one hundred eighty (180) days following from the date of the event causing such damage or destruction of the Premises, Tenant may, within thirty (30) days after receipt of Landlord's notice, elect to terminate the Lease by giving written notice to Landlord of such election, whereupon the Lease shall immediately terminate. The period of time for Landlord to complete the repair or restoration shall be extended for delays caused by the fault or neglect of Lessee of Tenant or because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes causes, or other contingencies beyond the control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to LessorLandlord. Lessor’s Landlord's obligation to rebuild repair or restore the Premises shall not include restoration of Lessee’s Tenant's trade fixtures, equipment, merchandise, or any improvementsimprovements (including the initial improvements installed pursuant to Exhibit "C"), alterations, alterations or additions made by Lessee Tenant to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; provided, however, that during any period of repairs or restoration, rent and all other amounts to be paid by Tenant on account of the Premises and this Lease shall be abated in proportion to the area of the Premises rendered not reasonably suitable for the conduct of Tenant's business thereon. Lessee Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, 2 and Section 1933, Subdivision 4, 4 of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminished.

Destruction. In the event that any portion of the premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's sole cost and expense, in which event this lease shall remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed in whole or in part from any causeinsured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Lessor Landlord may, upon written notice to Tenant, given within Twenty (20) days after the occurrence of such damage or destruction, elect to terminate this lease. If Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its optionexpense, (1.) promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy applicable to the Premises. In the event the Premises are damaged or destroyed from any insured peril to the extent of less than fifty percent (2.50%) terminate of the Leasethen replacement cost of the Premises, Landlord shall, at Landlord's expense, promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy. In the event that, pursuant to the foregoing provisions, Landlord is to rebuild or restore the Premises, Landlord shall, within Twenty (20) days after the occurrence of such damage or destruction, provide Tenant with written notice of the time required for such repair or restoration. If Lessor does not give Lessee notice in writing such period is longer than One Hundred Twenty (120) days from the issuance of a building permit, Tenant may, within thirty (30) days after the date on which occurred the destruction receipt of the Premises of its election either to rebuild and restore the PremisesLandlord's notice, or elect to terminate this Leasethe lease by giving written notice to Landlord of such election, Lessor whereupon the lease shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destructionimmediately terminate. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such The period of time for Landlord to complete the repair or restoration shall be extended for delays caused by the fault or neglect of Lessee of Tenant or because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, embargoes rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s Landlord's obligation to rebuild repair or restore the Premises shall not include restoration of Lessee’s Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations, alterations or additions made by Lessee Tenant to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; provided, however, that during any period of repairs or restoration, rent and all other amounts to be paid by Tenant on account of the Premises and this Lease shall be abated in proportion to the area of the Premises rendered not reasonably suitable for the conduct of Tenant's business thereon. Lessee Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, 2 and Section 1933, Subdivision 4, 4 of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminished.

Destruction. In the event of a partial destruction of the Premises are destroyed in whole or in part Leased Premises, from any cause, Lessor maythe tenancy shall continue with rent proportionately abated. Landlord shall forthwith repair the same, provided that such repairs can be made within ninety (90) days from the partial destruction of Leased Premises under existing governmental laws and regulation, but such partial destruction shall not terminate this Lease. Tenant shall be entitled to a proportionate reduction of rent while such repairs are being made. If such repairs cannot be made within said ninety (90) days, Landlord shall, within twenty (20) of the partial destruction notify Tenant that repairs cannot be completed within ninety (90) days, and within five (5) days after such notification, Tenant shall, at its option, notify Landlord of its intent to remain upon Leased Premises or cancel this Lease, and if Tenant remains, Landlord shall have one hundred fifty (1.150) rebuild or restore days from that date to complete repair, rent to be proportionately reduced as aforesaid. Repairs which cannot be completed within one hundred fifty (150) days, shall be done only with the Premises to their condition prior election of both Landlord and Tenant. If such partial damage is due to the damage fault or destruction negligence of Tenant, Tenant's servants, employees, agents, visitors or licensees, the damages shall be repaired by Landlord, but there will be no apportionment of rent. In the event that the Building is destroyed to an extent more than one half (2.1/2) of the replacement costs thereof, either Landlord or Tenant may terminate the this Lease. If Lessor does not give Lessee notice in writing Notwithstanding the above, Landlord shall have no obligation to repair Leased Premises at any time within the last year of the Lease or the last year of any extension or renewal thereof. TWENTIETH: CONTINUOUS OCCUPANCY: Tenant shall with thirty (30) days after written notice to Landlord, be able to vacate but not abandon the date on which occurred Leased Premises at any time during the destruction term hereof. In the event that a receiver shall be appointed to take over the business of the Premises of its election either to rebuild and restore the PremisesTenant, or to terminate this Lease, Lessor in the event that Tenant shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore make a general assignment for the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date benefit of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractorscreditors, or delay Tenant shall take or suffer any action under any insolvency or bankruptcy act, provided in the case of an involuntary bankruptcy, such action shall not be vacated within sixty (60) consecutive days and from the contractors filing of such an insolvency or subcontractors due to such causes or other contingencies beyond control bankruptcy action, the same shall constitute a breach of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminishedTenant.

Destruction. In If by reason of a fire or other casualty affecting the event Demised Premises or the Shopping Center, (a) the Demised Premises are destroyed is rendered wholly untenantable, (b) the Demised Premises shall be damaged to the extent of twenty percent (20%) or more of the then current cost of replacement thereof, (c) the Demised Premises or Shopping Center is damaged as a result of a risk which is not covered by Landlord's insurance, (d) the Demised Premises or the Shopping Center is damaged in whole or in part from any cause, Lessor may, at its optionduring the last two (2) years of the Term, (1.e) rebuild the Shopping Center (whether the Demised Premises is damaged or restore the Premises to their condition prior not) is damaged to the damage extent of twenty-five percent (25%) or destruction more of the then current replacement cost, (f) any or all of the Shopping Center or Common Areas of the Shopping Center are damaged (whether or not the Demised Premises is damaged) to such an extent the Shopping Center cannot, in the sole judgment of Landlord, be operated as an integral unit, or (2.g) any mortgagee of the Demised Premises shall retain the insurance proceeds for application to reduction of any obligation of Landlord to such mortgagee, then in any such event, (A) Landlord may elect to either (i) repair or rebuild the Demised Premises or the Shopping Center or (ii) terminate the Lease. If Lessor does not give Lessee this Lease upon giving notice in writing of such election to Tenant within thirty sixty (3060) days after such event, and thereupon this Lease shall expire, and Tenant shall vacate and surrender the date on which occurred Demised Premises to Landlord or (B) Tenant may elect to terminate this Lease upon giving notice of such election to Landlord within sixty (60) days after such event, and thereupon this Lease shall expire, and Tenant shall vacate and surrender the destruction Demised Premises to Landlord. Tenant's liability for Rent upon termination of this Lease shall cease as of the Premises day such event occurred causing termination of its election either this Lease. In the event Landlord elects to rebuild repair the damage insurable under Xxxxxxxx's policies, and restore the Premises, or Tenant elects not to terminate this Lease, Lessor any abatement of Annual Base Rent shall be deemed end five (5) days after notice by Landlord to Tenant that the Demised Premises have elected been repaired. If this Lease is not terminated as provided above, Landlord shall, after Landlord receives adequate insurance proceeds therefor, commence and complete the repair of same to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition that existed prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time , and Annual Base Rent shall be abated proportionately as to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay that portion of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor)Demised Premises rendered untenantable. Notwithstanding the foregoing, then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore Landlord shall not include be obligated to expend for such repair an amount in excess of the insurance proceeds received by Landlord as a result of such damage, and in no event shall Landlord be required to repair or replace Tenant's stock in trade, fixtures, furniture, furnishings, and equipment. Upon Landlord's substantial completion of restoration of Lessee’s trade fixturesthe Demised Premises, equipmentTenant shall promptly reinstall its furniture, merchandise, or any improvements, alterations, or additions made by Lessee to fixtures and equipment and prepare the Premises. Unless this Lease is terminated Demised Premises for occupancy pursuant to the foregoing provisionsoriginal plans approved by Landlord, this Lease or such other plans as are approved by Landlord. Upon completion of such work, Tenant shall remain in full force and effectreopen for business for the Permitted Use. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary Nothing in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease paragraph shall be equitably abated during such period based on the extent construed to which Lessee’s use and enjoyment of the Premises is diminishedxxxxx additional rent.

Destruction. In the event the Premises are damaged or destroyed in whole or in part from any cause, Lessor mayor in the event any utility service servicing the Premises becomes completely inoperable, at its optionLandlord shall, within fifteen (1.15) rebuild business days of the event of such damage, destruction or restore cessation of service, notify Tenant in writing as to the approximate length of time necessary for Landlord to reconstruct the Premises to their substantially its former condition prior or to the damage or destruction or (2.) terminate the Leasehave such utility services restored. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within such estimate exceeds one hundred eighty (180) days following from the date of damage, destruction or cessation of service, either party shall have the option, within thirty (30) days of Landlord’s notice, to terminate this Lease as to only the Building as to which the damage or cessation has occurred or, if, as a result of such period damage, destruction or cessation of time service, Tenant is only able to be extended for delays caused by occupy four (4) Buildings under both this Lease and the fault or neglect of Lessee of because of acts of GodPhase 1 Lease, acts of public agenciesthen in that event, labor disputesTenant may terminate this Lease in its entirety as well as the Phase 1 Lease in it’s entirety. In addition, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay if the reconstruction of the contractors Premises or subcontractors due to restoration of the utility service exceeds Landlord’s estimate, as set forth in Landlord’s notice, Tenant shall, once it becomes clear that such causes estimate will be exceeded until such time as the reconstruction or other contingencies beyond control of Lessor)restoration is complete, then Lessee shall have the right to terminate this Lease by giving fifteen as to the Building as to which the damage or cessation has occurred or, if, as a result of such damage, destruction or cessation of service, Tenant is only able to occupy four (154) days Buildings under both this Lease and the Phase 1 Lease, Tenant may terminate this Lease in its entirety as well as the Phase 1 Lease in it’s entirety. If such a termination occurs, the obligations under this Lease shall be equitably revised based on the square footage of the Premises terminated in relation to the total square footage of the Premises prior written notice to Lessortermination. LessorIf neither party elects to terminate, or if neither party is entitled to terminate under this Paragraph, Landlord shall promptly, at its sole expense, rebuild or restore the Premises or the utilities to substantially the condition existing prior to the date of damage, destruction or cessation of service. Tenant shall be entitled to a reduction in rent while such repair is being made in the proportion that the area of the Premises is rendered unusable bears to the total square footage of the Premises. Notwithstanding anything herein to the contrary, Landlord’s obligation to rebuild or restore shall be limited to the building, interior improvements and utilities as they existed as of the Commencement Date of the Lease, but shall not include (a) restoration of LesseeTenant’s trade fixtures, equipment, merchandise, merchandise or any improvements, alterations, alterations or additions made by Lessee Tenant to the Premises, or (b) any damage caused by the act or breach of this Lease by Tenant, which damage Tenant shall forthwith replace or fully repair at Tenant’s sole cost and expense. Unless this Lease is terminated a termination occurs pursuant to the foregoing provisions, this Lease shall remain in full force and effecteffect as to the entirety of the Premises. Lessee Tenant hereby expressly waives the provisions of Section section 1932, Subdivision 2, and Section section 1933, Subdivision 4, 4 of the California Civil Code. Notwithstanding anything to the contrary set forth above, in this Article 15: the event the damage or destruction of the Premises (i) if occurs during the last two years of the term (unless any applicable extension option has been Charleston Intuit Lease Phase 2-Buildings A-F August 4, 2003-Final exercised) and (ii) has rendered at least 50% of the Premises are damaged unusable by any peril and Lessor does not terminate the LeaseTenant, then Lessee Landlord shall have the option during the aforementioned fifteen (15) business day period to elect not to rebuild the Premises by so notifying Tenant, in which case Tenant may elect to terminate this Lease and/or the Phase 1 Lease by so notifying Landlord. Notwithstanding the foregoing, in the event Landlord elects not to rebuild or restore the Premises or any Building constituting a portion of the Premises, and notifies Tenant that Landlord desires to terminate the Lease if the Premises cannot beas to that Building, or are not in factTenant may, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving providing written notice to Lessor Landlord within thirty (30) 30 days after of the date it receives notice of Landlord’s intent to terminate, elect to rebuild one or more of the damage estimateBuildings which were so damaged. In the event Tenant makes the election set forth herein, and then this Lease shall terminate as of continue in full force and effect, and any insurance proceeds for the date specified damage being repaired by Lessee tenant shall be assigned to and paid over to Tenant to the extent Tenant pays the same for such restoration. Tenant shall then immediately commence, at its sole cost and expense, restoring such Buildings to the condition they were in its termination notice, which date shall not be before prior to the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminisheddestruction.

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by any peril not covered by the insurance required to be carried by Landlord pursuant to the terms Of this Lease, then Landlord shall, at its sole cost and expense, promptly restore the Premise, and this Lease shall continue in full force and effect unless Tenant otherwise terminates this Lease as provided hereinbelow; provided, however, that Landlord shall have the right to terminate this Lease if the cost of the restoration or repair exceeds ten percent (10%) of the replacement cost of -the Building, unless Tenant otherwise agrees to contribute the balance of the Cost of restoration or repair in excess of said ten percent (10k) amount. In the event the Premises are damaged or destroyed in whole or in part from any causeinsured peril to the extent of fifty percent (50-t) or more of the then replacement cost of the Premises, Lessor Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild or restore the Premises, i-n which event Landlord shall, at its optionexpense, (1.) promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of -reconstruction the amount of any deductible from the insurance policy, not to exceed Ten Thousand Dollars ($10,000.00). In the event the Premises are damaged or destroyed from any insured peril to the extent of less than fifty percent (2.50%) terminate of the Leasethen replacement cost of the Premises, Landlord shall, at Landlord, s expense, promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant :shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed Ten Thousand Dollars ($10,000.00). If Lessor does not give Lessee notice in writing In the event that, pursuant to the foregoing provisions, Landlord is to rebuild or restore the Premises, Landlord shall, within thirty (30) days after the date on which occurred the destruction occurrence of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the such damage or destruction, provide Tenant with written notice -- of the time required for such repair or restoration. If Lessor does not complete the rebuilding or restoration within such period is longer than one hundred eighty (180) days following from the date of destruction casualty, Tenant may, within thirty (such period 30) days after receipt of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of GodLandlord's notice, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right elect to terminate this the Lease by giving fifteen (15) days prior written notice to LessorLand-lord of such election, whereupon the Lease shall immediately terminate. Lessor’s Landlord, s obligation to rebuild repair or restore the Premises shall not include restoration of Lessee’s Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations, alterations or additions made by Lessee Tenant to the Premises. Landlord and Tenant shall each have the right to terminate the Lease if (i) such damage to the Premises occurs during the last year of the term of the Lease and (ii) it is estimated that necessary repairs will take more than sixty (60) days from the date of casualty, unless Tenant exercises its option to extend this Lease within thirty (30) days of the date of casualty. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; provided, however,'-that from and after the date of casualty until the repairs or restoration are completed by Landlord, rent and all other amounts to be paid by Tenant on account of the Premises and this Lease shall be abated in proportion to the area of the Premises rendered not reasonably suitable for the conduct of Tenant's business thereon. Lessee Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, 2 and Section 1933, Subdivision 4, 4 of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminished.

Destruction. 17.01 In the event the Premises are destroyed in whole or in part from any cause, Lessor may, at its option, (1.) rebuild or restore the Premises to their condition prior to the damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the case of total destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore any portion of the Premises to its condition substantially interfering with Tenant's use thereof, whether by fire or other casualty, this Lease shall terminate except as provided in this Article 17. If such destruction occurs prior to the second (2nd) anniversary of the Lease Commencement Date, then Landlord shall repair such damage within two hundred twenty-five (225) days of the date of such damage or destruction, and this Lease shall not terminate, but shall continue in full force and effect. If Lessor does not complete In the rebuilding event such destruction occurs on or restoration after the second (2nd) anniversary of the Lease Commencement Date, if (I) Landlord notifies Tenant in writing within forty-five (45) days of such destruction of Landlord's election to repair said damage, (II) Landlord reasonably estimates that such repairs can be completed within one hundred eighty (180) days following of the date of destruction Landlord's notice, and (III) Landlord proceeds to and does repair such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to damage within such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen one hundred eighty (15180) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisionsday period, this Lease shall remain not terminate, but shall continue in full force and effect. Lessee hereby expressly waives Except as provided in Section 17.02 below, Tenant shall be entitled to a reduction in the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, Base Monthly Rent in an amount equal to that proportion of the California Civil Code. Notwithstanding anything Base Monthly Rent which the number of square feet of floor space in the unusable portion bears to the contrary total number of square feet of floor space in this Article 15: the Premises. Said reduction shall be prorated so that the rent shall only be reduced for those days any given area is actually unusable. In the event the damage or destruction occurs prior to the second (i2nd) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months anniversary of the Lease termCommencement Date or in the event Landlord elects pursuant to the foregoing provisions to continue the Lease and restore the Premises as specified above, Lessee shall have and Landlord has not substantially completed such restoration within the option applicable time period specified above, then after the expiration of the applicable time period, Tenant may provide to Landlord a notice of its intention to terminate this Lease by giving written notice to Lessor (a "Termination Notice"). In the event Landlord substantially completes the restoration within thirty (30) days after of receipt of a Termination Notice, then this Lease shall not terminate. In the date of event Landlord does not substantially complete the damage estimaterestoration within such thirty (30) day period, and then this Lease shall terminate as of the date expiration of such thirty (30) day period. All restoration obligations and time periods specified in this Article 17 shall be subject to and extended by Lessee the provisions of Section 38.11 below. If this Lease is terminated pursuant to this Section 17 and if Tenant is not in its termination noticedefault hereunder, which date rent shall not be before prorated as of the date of such notice or more than ninety (90) days after the date of such notice. During termination, any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease security deposited with Landlord shall be equitably abated during such period based on the extent returned to which Lessee’s use Tenant, less any reasonable offsets and enjoyment of the Premises is diminishedall rights and obligations hereunder shall cease and terminate.

Destruction. In the event of a partial destruction of the Premises are destroyed in whole building or in part appurtenances during the term from any causea cause which is insured under Lessor's fire and extended coverage insurance, Lessor mayshall forthwith repair the same, at its optionprovided such repairs can be made within ninety (90) days under the laws and regulations of the state, county, federal, or municipal authorities, but such partial destruction shall not annul or void this lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs interferes with the business carried on by Lessee in the premises. If the partial destruction is caused by a casualty which is not insured under Lessor's fire and extended coverage insurance or if such repairs cannot be made in ninety (1.90) rebuild days, either Lessor or restore the Premises to their condition prior Lessee may terminate this lease by giving written notice to the damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing other party within thirty (30) days after the date on which occurred damage occurs. If the destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Leaselease is not terminated, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration make such repairs within one hundred eighty (180) days following the date of destruction (such period of a reasonable time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate with this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain lease continuing in full force and effecteffect and the rent proportionately reduced while the repairs are being made. Lessee hereby expressly waives In the event the building in which the premises are located is destroyed to the extent of not less than 33-1/3% of the then current replacement cost thereof, Lessor may elect to terminate this lease, regardless of whether the premises are damaged, whether the partial destruction is caused by casualty which is covered by insurance, or whether the repairs can be made within ninety (90) days. A total destruction of the building in which the premises are located shall terminate this lease. In respect to any partial destruction which Lessor is obligated to repair or may elect to repair under the terms of this paragraph and which can be made within ninety (90) days the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months Code of the Lease termState of California are waived by Lessee. In the event of termination of this lease pursuant to any of the provisions of this paragraph, Lessee rent and Lessee's portion of any tax increase shall have the option be apportioned on a per diem basis and shall be paid to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease casualty. In no event shall terminate as Lessor be liable to Lessee for any damages resulting to Lessee from the happening of such casualty or from the repairing or reconstruction of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice premises or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for building, or from the termination of this lease as herein provided, nor shall Lessee be relieved thereby or in any such event from Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on 's obligations hereunder except to the extent to which Lessee’s use and enjoyment of upon the Premises is diminishedconditions expressly stated in this paragraph.

Destruction. In (a) Tenant shall give prompt notice to Landlord in case of any fire or other damage to the event Demised Premises or the building of which they form a part. If the Demised Premises are destroyed in whole shall be partially damaged by fire or in part from any causeother casualty required to be insured under Landlord's insurance policies, Lessor maythen upon Landlord's receipt of insurance proceeds for such damage, Landlord, except as otherwise provided herein, shall proceed with so much of the repair and restoration of the same to substantially the condition that existed immediately prior to such destruction, exclusive of Tenant's fixtures, equipment and inventory and the Existing Equipment; limited, however, to the extent of the insurance proceeds actually received by Landlord therefor. All repairs and restoration of the Demised Premises not included above by Landlord shall be performed by Tenant, at its optionsole cost and expense, promptly and with due diligence. If (1.i) rebuild the Shopping Center or restore the Demised Premises to their condition prior shall be damaged to the damage extent of fifty percent (50%) or destruction more of the cost of replacement thereof, or (ii) the Demised Premises or the building of which the Demised Premises form a part shall be destroyed or substantially damaged as a result of a risk not insured by Landlord hereunder, or (iii) the Demised Premises shall be damaged to the extent of twenty percent (20%) or more of the cost of replacement thereof during the last two (2.) terminate years of the Lease. If Lessor does not give Lessee Lease Term (or any renewal term), then or in any of such events, either Landlord or Tenant may elect either to repair the damage as aforesaid, or to cancel this Lease by written notice in writing of cancellation given to the other party within thirty ninety (3090) days after the date on which occurred of an occurrence as specified in subparagraphs (i), (ii), or (iii) of this Paragraph 20, and thereupon this Lease shall cease and terminate with the destruction same force and effect as though the date set forth in the Landlord's said notice were the date herein fixed for the expiration of the Lease Term; and Tenant shall vacate and surrender the Demised Premises to Landlord. Upon the termination of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor as aforesaid, Tenant's liability for the rent shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following cease as of the date of such damage or destruction (such period and Landlord shall make an equitable refund of time to be extended for delays caused any rent paid by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall Tenant in advance and not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premisesearned. Unless this Lease is terminated pursuant to the foregoing provisionsby Landlord, as aforesaid, this Lease shall remain in full force and effect. Lessee hereby expressly waives If by reason of such fire or other casualty not caused by Tenant the provisions of Section 1932Demised Premises is rendered wholly untenantable, Subdivision 2the Fixed Minimum Rent shall be fully abated, and Section 1933or if only partially damaged, Subdivision 4, such Fixed Minimum Rent shall be abated proportionately as to that portion of the California Civil Code. Notwithstanding anything Demised Premises rendered untenantable (having due regard to the contrary extent to which Tenant may be required to discontinue its business in this Article 15: the Demised Premises [e.g., the damage or destruction of Tenant's projection booth shall render one or more entire theatre auditoriums untenantable]), in either event (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee unless Landlord or Tenant shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option elect to terminate this Lease by giving written notice to Lessor within thirty as aforesaid) until fifteen (3015) days after notice by Landlord to Tenant that the date Demised Premises have been substantially repaired and restored to the extent required hereunder of Landlord or until Tenant's business operations are restored in the damage estimateentire Demised Premises, and this Lease whichever shall terminate as occur sooner. Tenant shall continue the operation of Tenant's business in the date specified by Lessee in its termination notice, which date part of Demised Premises so damaged or any part thereof not so damaged during any such period to the extent reasonably practicable from the standpoint of prudent business management. Tenant shall not be before entitled to and hereby waives all claims against Landlord for any compensation or damage for loss of use of the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all whole or any portion part of the Demised Premises is not suitable and for Lessee’s useany inconvenience or annoyance occasioned by any such damage, as reasonably determined by Lesseedestruction, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminishedrepair or restoration.

Destruction. In the event that any portion of the Premises are destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's sole cost and expense, in which event this Lease shall remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event neither party elects to terminate this Lease as provided in the foregoing sentence, then Landlord shall be deemed to have elected to restore or repair the Premises at Landlord's sole cost and expense, in which event this Lease shall remain in full force and effect and Landlord shall thereafter diligently proceed with such repairs and/or restoration. For purposes of this paragraph, the term "uninsured peril" shall not include a peril which would have been covered by Landlord if Landlord had carried the insurance required under the terms of this Lease. In the event the Premises are damaged or destroyed in whole or in part from any causeinsured peril to the extent of fifty percent (5011) or more of the then replacement cost of the Premises, Lessor Landlord may, upon written notice to Tenant, given within thirty (30) days after the 24 occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its optionexpense, (1.) promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the 'insurance policy. In the event the Premises are damaged or destroyed from any insured peril to the extent of less than fifty percent (2.50%) terminate of the Leasethen replacement cost of the Premises, Landlord shall, at Landlord's expense, promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance po licy. If Lessor does not give Lessee notice in writing In the event that, pursuant to the foregoing provisions, Landlord is to rebuild or restore the Premises, Landlord shall, within thirty (30) days after the date on which occurred the destruction occurrence of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the such damage or destruction, provide Tenant with written notice of the time required for such repair or restoration. If Lessor does not complete the rebuilding or restoration within such period is longer than two hundred one hundred eighty (180) days following from the issuance of a building permit, Tenant may, within thirty (30) days after receipt of Landlord's notice, elect to terminate the Lease by giving written notice to Landlord of such election, whereupon the Lease shall immediately terminate. If the repairs or restoration are not completed within two hundred seventy (270) days after the date of destruction (the damage or destruction, Tenant may elect to terminate this Lease by giving written notice to Landlord of such election, whereupon the Lease shall immediately terminate. The period of time for Landlord to complete the repair or restoration shall be extended for delays caused by the fault or neglect of Lessee of Tenant or because of acts of God, acts of public agenciespublication, labor disputes, strikes, strikes fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes causes, or other contingencies beyond the control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to LessorLandlord. Lessor’s Landlord's obligation to rebuild repair or restore the Premises shall not include restoration of Lessee’s Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations, alterations or additions made by Lessee Tenant to the Premises. Landlord and Tenant shall each have the right to terminate this Lease if (a) the damage to the Premises occurs at any time during the last eighteen (18) months of the Lease Term and (b) it is estimated that the necessary repairs will take more than sixty (60) days to complete from the date of the damage. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; 25 provided, however, that during any period of repairs or restoration, rent and all other amounts to be paid by Tenant on account of the Premises and this Lease shall be abated in proportion to the area of the Premises rendered not reasonably suitable for the conduct of Tenaxx'x xusiness thereon. Lessee Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, 2 and Section 1933, Subdivision 4, 4 of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminished.

Destruction. In If the event Project, the Building, the Common Areas or the Premises are is totally or partially destroyed in whole during the Term, rendering the Premises totally or in part from any causepartially inaccessible, Lessor mayuntenantable or unusable, at its optionthen, subject to the remainder of this Paragraph, (1.i) rebuild or Sublessor shall restore the Premises Project to their substantially the same condition prior as it was in immediately before such destruction, (ii) Sublessor shall not be required to the damage restore Subtenant’s Alterations or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction Subtenant’s Personal Property, unless they are an integral part of the Premises and specifically covered by insurance proceeds received by Sublessor, such excluded items being the sole responsibility of its election either Subtenant to rebuild and restore the Premisesrestore, or to (iii) such destruction shall not terminate this LeaseSublease, Lessor and (iv) all obligations of Subtenant under this Sublease shall remain in effect, except that the Basic Monthly Rent shall be deemed to have elected to rebuild abated or restore themreduced, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following between the date of such destruction (such period and the date of time to be extended for delays caused completion of restoration, by the fault or neglect ratio of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay (a) the area of the contractors Premises rendered unusable, untenantable or subcontractors due inaccessible by the destruction to (b) the area of the Premises prior to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Codedestruction. Notwithstanding anything to the contrary in this Article 15: Sublease, either Subtenant or Sublessor may, at its election, terminate this Sublease by so notifying the other in writing on or before the later of 120 days after such destruction or 60 days after Sublessor’s receipt of the proceeds from insurance maintained by Sublessor, if (iA) if then-existing laws do not permit such restoration, (B) such destruction occurs during the last year of the Term, (C) such destruction exceeds twenty-five percent (25%) of the then-replacement value of the Premises are damaged or the Building, or (D) Sublessor determines that the cost of such restoration exceeds the amount of insurance proceeds relating to such destruction actually received by any peril and Lessor does not terminate the LeaseSublessor from insurance maintained by Sublessor. If Sublessor or Subtenant so terminates this Sublease, then Lessee (1) Sublessor shall have no obligation to restore the option Project, (2) Sublessor shall retain all insurance proceeds relating to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damagesuch destruction, and (ii3) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease Sublease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of 30 days after such notice or more than ninety (90of termination. Regardless of whether Sublessor restores the Premises as provided above, Subtenant waives the provisions of California Civil Code Sections 1932(2) days after the date of such notice. During any period of time following a casualty where all and 1933(4) or any portion successor statute with respect to any destruction of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminishedPremises.

Destruction. In the event that any portion of the Premises are destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's sole cost and expense, in which event this Lease shall remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed in whole or in part from any causeinsured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Lessor Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, 18 Landlord shall be deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its optionexpense, (1.) promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, subject to limitations set forth in Paragraph 8.C. In the event the Premises are damaged or destroyed from any insured peril to the extent of less than fifty percent (2.50%) terminate of the Lease. If Lessor does not give Lessee notice then replacement cost of the Premises, Landlord shall, at Landlord's expense, promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, subject to limitations set forth in writing Paragraph 8.C. In the event that, pursuant to the foregoing provisions, Landlord is to rebuild or restore the Premises, Landlord shall, within thirty (30) days after the date on which occurred the destruction occurrence of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the such damage or destruction, provide Tenant with written notice of the time required for such repair or restoration. If Lessor does not complete the rebuilding or restoration within such period is longer than one hundred eighty (180) days following from the date issuance of destruction a building permit, Tenant may, within thirty (30) days after receipt of Landlord's notice, elect to terminate the Lease by giving written notice to Landlord of such election, whereupon the Lease shall immediately terminate. The period of time for Landlord to complete the repair or restoration shall be extended for delays caused by the fault or neglect of Lessee of Tenant or because of acts of God, acts of public agenciespublication, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes causes, or other contingencies beyond the control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to LessorLandlord. Lessor’s Landlord's obligation to rebuild repair or restore the Premises shall not include restoration of Lessee’s Tenant's trade fixtures, equipment, merchandise, or but shall include restoration of any improvements, alterations, alterations or additions made by Lessee Tenant to the Premises, pursuant to Paragraph 13. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; provided, however, that during any period of repairs or restoration, rent and all other amounts to be paid by Tenant on account of the Premises and this Lease shall be abated in proportion to the area of the Premises rendered not reasonably suitable for the conduct of Tenant's business thereon. Lessee Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, 2 and Section 1933, Subdivision 4, 4 of the California Civil Code. Notwithstanding anything If this Lease terminates pursuant to the contrary in provisions of this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the LeaseParagraph 16, then Lessee Tenant shall have the option be entitled to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any receive that portion of the insurance proceeds attributable to the unamortized value of the improvements, alterations and additions to the Premises is not suitable made and paid for Lessee’s useby Tenant pursuant to Paragraph 13, as reasonably determined by Lesseewhich alterations, than all rent due under this Lease additions and improvements shall be equitably abated during such period based amortized on a straight line basis over the extent to which Lessee’s use and enjoyment of the Premises is diminishedinitial Lease Term.

Destruction. In the event the Premises are destroyed in whole or in part from any cause, Lessor except damage and destruction caused from vandalism or accident for which Tenant is responsible for under Xxxxxxxxx 00, Xxxxxxxx may, at its option, : (1.a) rebuild Rebuild or restore the Premises to their condition prior to the damage or destruction destruction, or (2.b) Terminate this Lease, provided that (i) the Building is damaged to the extent of fifty percent (50%) of the replacement cost thereof (i) the damage is not covered by insurance, provided that Landlord shall not have the right to terminate the LeaseLease if the damage is relatively minor; e.g., repair or restoration would take fewer than thirty (30) days or would cost less than ten percent (10%) of the replacement cost of the Building ("Base Amount"), unless Tenant agrees to pay the cost of repair in excess of the Base Amount, and/or (ii) the damage occurs during the last twelve (12) months of the Lease Term, unless Tenant has exercised Tenant's extension option (or has not yet had the opportunity to exercise the option, in which event Tenant shall thereupon have the right to exercise such option within ten (10) days after the date of Landlord's notice to Tenant). If Lessor does not Landlord shall give Lessee Tenant notice in writing within thirty (30) days after the date on which occurred from the destruction of the Premises of its election to either to rebuild and restore the Premisesthem, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which . In the event Lessor agrees, at its expense, promptly Landlord agrees to rebuild or restore the Premises Premises, Landlord shall do so promptly at its expense. Unless such damage is caused by Tenant or Tenant's agents, or employees, and Landlord does not receive compensation by way of rental interruption insurance therefore, Tenant shall be entitled to its condition prior an abatement of rent to the damage or destructionextent of the interference with Tenant's use of the Premises occasioned thereby. If Lessor Landlord initially estimates that the rebuilding or restoration will exceed ninety (90) days or if Landlord does not complete the rebuilding or restoration within one hundred eighty ninety (18090) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of Tenant or because of acts Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond the control of LessorLandlord), then Lessee Tenant shall have the right to terminate this Lease by giving fifteen ten (1510) days prior written notice to LessorLandlord. Lessor’s Notwithstanding anything herein in the contrary, Landlord's obligation to rebuild or restore shall not include restoration of Lessee’s Tenant's trade fixtures, equipment (including telecommunications equipment, whether or not located within the Premises), merchandise, or any improvements, alterations, or additions made by Lessee Tenant to the Premises, which Tenant shall forthwith replace or fully repair at Tenant's sole cost and expense provided this Lease is not cancelled according to the provisions above. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee Tenant hereby expressly waives the provisions any statutory rights of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, termination which may arise by reason of any partial or total destruction of the California Civil CodePremises. Notwithstanding anything to To the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of extent the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion destruction of the Premises is not suitable for Lessee’s usecaused by Tenant or Tenant's employees, as reasonably determined by Lesseeagents or independent contractors, than all rent due under this Lease Tenant shall be equitably abated during such period based on pay the extent to which Lessee’s use and enjoyment deductible portion of the Premises is diminishedLandlord's insurance proceeds.

Destruction. In the event the Premises are damaged or destroyed in whole or in part from any causecause and the repair of such damage will cost more than thirty-three percent (33%) of the replacement cost of the Premises, Lessor may, at its option, (1.) rebuild or restore the Premises to their condition prior to the damage or destruction or (2.) terminate the Lease, subject to the terms and conditions of this Section 15. If Lessor the damage to the Premises will cost more than thirty-three percent (33%) of the replacement cost of the Premises and Landlord does not give Lessee Tenant notice in writing within thirty (30) days after the date on which occurred from the destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor Landlord shall be deemed to have elected to rebuild or restore them, in which event Lessor Landlord agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor Landlord does not complete the rebuilding or and restoration within one hundred eighty (180) days following the date of destruction (such period of time to it being understood that in no event shall the rebuilding and restoration be extended deemed complete unless and until the Premises are no longer Untenantable and the Common Areas functional for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessorall purposes hereunder), then Lessee Tenant shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to LessorLandlord. LessorLandlord’s obligation to rebuild or restore shall not include restoration of LesseeTenant’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee Tenant to the Premises. Unless this Lease is terminated pursuant to In the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if event that the Premises are damaged by any peril or destroyed to the extent of less than thirty-three and Lessor does not terminate one-third percent (33 1/3%) of the Leasereplacement cost thereof, then Lessee Landlord at its expense, shall have promptly rebuild or restore the option Premises to its condition prior to the damage or destruction, unless Tenant exercises its right to terminate this Lease. In the Lease if event the Premises canare damaged or destroyed in whole or in part from any cause, or, if any fire, earthquake, flood or other casualty or destruction of any kind or nature shall render the Premises completely or partially Untenantable for any period, then, provided that such casualty or destruction was not becaused by the willful misconduct of Tenant, Rent shall be abated (in the proportion that the rentable portion of the Untenantable area of the Premises bears to the total rentable area of the Premises for the period during which the Premises are Untenantable) beginning on the date of such damage, destruction or casualty until, as applicable, termination of this Lease or thirty (30) days after the date on which the Premises (or such portion thereof) is no longer Untenantable and Landlord has given written notice to Tenant that the Premises are no longer Untenantable and a certificate of occupancy for the Premises, as restored following such damage, destruction or casualty has been obtained (if such certificate is required by applicable law). The term “Untenantable,” when used with respect to the Premises, or are any portions thereof, shall mean that the Premises, or any portion thereof, is not in factreasonably capable of being used by Tenant for its intended purpose or that the continuance of Tenant’s business from the Premises is impractical as a consequence of a casualty, fully restored damage or destruction (as reasonably determined by Lessor Tenant). Within thirty (30) days following any damage, destruction or casualty, Landlord shall cause to their prior condition for any reason whatsoever within be prepared and delivered to Tenant a written estimate of the date by which all restoration work necessitated by such casualty or destruction shall be completed (which estimate shall be prepared by an independent reputable contractor, registered architect or licensed professional engineer designated by Landlord, and reasonably approved by Tenant) (such estimate being herein called the “Restoration Completion Estimate”). If the Restoration Completion Estimate is a date later than the date that is one hundred eighty (180) days after the damagedate of such casualty or destruction, and (ii) if or the Premises are damaged by any peril such casualty or destruction occurs during the last twelve one hundred twenty (12120) months days of the Lease termTerm (as may have been extended by the Extension Term), Lessee shall have then, provided that such damage, destruction or casualty was not the option direct or indirect result of Tenant’s willful misconduct, Tenant may elect to terminate this Lease by giving providing Landlord written notice no later than thirty (30) days following delivery of the Restoration Completion Estimate to Lessor Tenant or, in the case of damage, destruction or casualty occurring in the last one hundred twenty (120) days of the Term (as may have been extended by the Extension Term), within thirty (30) days after the date occurrence of such damage, destruction or casualty. Landlord and Tenant agree that the foregoing provisions of this Section 16 are to govern their respective rights and obligations in the event of any damage, destruction or casualty and supersede and are in lieu of the provisions of any applicable law, statute, ordinance, rule, regulation, order or ruling now or hereafter in force which provide remedies for damage estimateor destruction of Premises (including, without limitation, the provisions of California Civil Code Section 1932, Subsection 2, and this Lease shall terminate as Section 1933, Subsection 4 and any successor statute or laws of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminishedsimilar nature).

Destruction. In If during the event Term of this Lease, any portion of the Premises, access to the Premises are destroyed in whole or in any part from any cause, Lessor may, at its option, (1.) rebuild or restore of the PROJECT which is essential to the use of the Premises to their condition prior to the is damaged or destroyed and such damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore themcan, in which event Lessor agreesLandlord's reasonable estimation, at its expense, promptly to rebuild or restore the Premises to its condition prior to the be repaired within 180 days following such damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effecteffect and Landlord shall promptly commence to repair and restore the damage or destruction to substantially the same condition as existed prior to such damage and shall complete such repair and restoration with due diligence in compliance with all then existing laws. Lessee hereby expressly waives the provisions of Section 1932If (1) such damage or destruction cannot, Subdivision in landlord's reasonable estimation, be repaired within 180 days following such damage or destruction; or (2, and Section 1933, Subdivision 4, ) more than forty percent (40%) of the California Civil Code. Notwithstanding anything Building is damaged or destroyed (regardless of its impact on the Premises); or (3) any mortgage of the Building will not allow the application of insurance proceeds to be applied to repair and restoration; or (5) the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, damage or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever destruction occurs within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Term of this Lease termor any extension hereof, Lessee shall have the option to then Landlord may, in its sole discretion, terminate this Lease by giving written delivery of notice to Lessor Tenant within thirty (30) 30 days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion Landlord learns of the Premises is not suitable for Lessee’s usedamage. IN THE EVENT ANY MORTGAGE OF THE BUILDING DOES NOT ALLOW THE APPLICATION OF INSURANCE PROCEEDS TO BE APPLIED TO REPAIR AND RESTORE THE BUILDING, LANDLORD SHALL REFUND TO TENANT ANY SPECIFIC PREMIUMS COLLECTED FROM TENANT FOR THE PARTICULAR COVERAGE INVOLVED. In the event of repair, reconstruction and restoration by Landlord as reasonably determined by Lesseeherein provided, than all the rent due payable under this Lease shall be equitably abated during proportionately BY AN AMOUNT IN THE SAME RATIO AS THE NUMBER OF SQUARE FEET IN THE DAMAGED PORTION OF THE PREMISES BEARS TO THE TOTAL NUMBER OF SQUARE FEET OF THE PREMISES; provided that there shall be no abatement of rent if such period based on damage is the extent result of Tenant's negligence or intentional wrongdoing. Tenant shall not be entitled to which Lessee’s use and enjoyment any compensation or damages for loss of the use of the whole or any part of the Premises, damage to Tenant's Personal Property and/or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. If Landlord is obligated to or elects to repair or restore at herein provided, Landlord shall be obligated to make repair or restoration only to those portions of the Building and the Premises which were originally provided at landlord's expense, and the repair and restoration of items not provided at Landlord's expense shall be the obligation of Tenant. Tenant agrees to coordinate the restoration and repair of those items it is diminishedrequired to restore or repair with Landlord's repair and restoration work and in coordination with a work schedule prepared by Landlord, or Landlord's contractor. Further, Tenant's work shall be performed in accordance with the terms, standards and conditions contained in Paragraph 14 above. The provisions of California Civil Code Section 1932, Subsection 2, and Section 1933, Subsection 4, and any other similarly enacted statute or court decision relating to the abatement or termination of a lease upon destruction of the leased premises, are hereby waived by Tenant; and the provisions of this PARAGRAPH 17 shall govern in case of such destruction.

Destruction. 17.01. In the event the Premises are destroyed in whole or in part from any cause, Lessor may, at its option, (1.) rebuild or restore the Premises to their condition prior to the damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the case of total destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore any portion of the Premises to its condition substantially interfering with Tenant's use thereof, whether by fire or other casualty, this Lease shall terminate except as provided in this Article 17. If such destruction occurs prior to the second (2nd) anniversary of the Lease Commencement Date, then Landlord shall repair such damage within two hundred twenty-five (225) days of the date of such damage or destruction, and this Lease shall not terminate, but shall continue in full force and effect. If Lessor does not complete In the rebuilding event such destruction occurs on or restoration after the second (2nd) anniversary of the Lease Commencement Date, if (I) Landlord notifies Tenant in writing within forty-five (45) days of such destruction of Landlord's election to repair said damage, (II) Landlord reasonably estimates that such repairs can be completed within one hundred eighty (180) days following of the date of destruction Landlord's notice, and (III) Landlord proceeds to and does repair such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to damage within such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen one hundred eighty (15180) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisionsday period, this Lease shall remain not terminate, but shall continue in full force and effect. Lessee hereby expressly waives Except as provided in Section 17.02 below, Tenant shall be entitled to a reduction in the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, Base Monthly Rent in an amount equal to that proportion of the California Civil Code. Notwithstanding anything Base Monthly Rent which the number of square feet of floor space in the unusable portion bears to the contrary total number of square feet of floor space in this Article 15: the Premises. Said reduction shall be prorated so that the rent shall only be reduced for those days any given area is actually unusable. In the event the damage or destruction occurs prior to the second (i2nd) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months anniversary of the Lease termCommencement Date or in the event Landlord elects pursuant to the foregoing provisions to continue the Lease and restore the Premises as specified above, Lessee shall have and Landlord has not substantially completed such restoration within the option applicable time period specified above, then after the expiration of the applicable time period, Tenant may provide to Landlord a notice of its intention to terminate this Lease by giving written notice to Lessor (a "Termination Notice"). In the event Landlord substantially completes the restoration within thirty (30) days after of receipt of a Termination Notice, then this Lease shall not terminate. In the date of event Landlord does not substantially complete the damage estimaterestoration within such thirty (30) day period, and then this Lease shall terminate as of the date expiration of such thirty (30) day period. All restoration obligations and time periods specified in this Article 17 shall be subject to and extended by Lessee the provisions of Section 38.11 below. If this Lease is terminated pursuant to this Section 17 and if Tenant is not in its termination noticedefault hereunder, which date after applicable grace, notice and cure periods, rent shall not be before prorated as of the date of such notice or more than ninety (90) days after the date of such notice. During termination, any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease security deposited with Landlord shall be equitably abated during such period based on the extent returned to which Lessee’s use Tenant, less any reasonable offsets and enjoyment of the Premises is diminishedall rights and obligations hereunder shall cease and terminate.

Destruction. In Tenant shall give prompt notice to Landlord in case of any fire or other damage to the event Premises. If (a) the Premises shall be damaged to the extent of thirty percent (30%) or more of the costs of replacement thereof during the last two (2) years of the Lease Term or (b) the buildings constituting the Shopping Center shall be damaged to the extent of fifty percent (50%) or more of the cost of replacement thereof during the last two (2) years of the Lease Term, whether or not the Premises shall be damaged, or (c) any of the Department Stores adjoining the Shopping Center are destroyed in whole damaged and such store(s) does not intend to reopen for business after such damage and destruction, then or in part from any causesuch events, Lessor mayLandlord (as to [a], at its option[b] and [c], and Tenant (1.as to [a] and [b]) rebuild or restore the Premises to their condition prior to the damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right and option to terminate cancel this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such noticeoccurrence, and this Lease shall thereupon cease and terminate with the same force and effect as though such date were the date fixed for the expiration of the Lease Term. During any period In such case, Tenant shall vacate and surrender the Premises to Landlord. Tenant's liability for the rents and other charges reserved hereunder shall cease as of time following a casualty where all the later of the date of such damage or any portion destruction or the date of termination and vacation of the Premises and Landlord shall make an equitable refund of any rents or other charges paid by Tenant in advance and not earned or accrued. In the event this Lease is not suitable for Lessee’s useterminated, as reasonably determined Tenant covenants and agrees to pay to Landlord the insurance proceeds payable to Tenant under the property insurance policies mentioned under Paragraph 38, subparagraph (b) (i) and (b) (ii), which obligation shall survive the expiration of the Lease Term. Unless this Lease is terminated by LesseeLandlord or Tenant, than all rent due under this Lease shall remain in full force and effect and the parties waive the provisions of any law to the contrary, and Landlord and Tenant agree that the Premises shall be equitably abated repaired and restored,with due diligence to substantially the condition thereof immediately prior to such damage or destruction in conformity with the approved working drawings (plans and specifications) under Exhibit "B." Landlord's obligation to repair and restore shall be limited to the repair and restoration of the work required to be insured by Landlord under the provisions of Paragraph 38(a) hereof. Tenant's obligation to repair and restore shall be the repair and restoration of the work required to be insured by Tenant under the provisions of Paragraph 38(b) hereof. Tenant shall continue the operation of Tenant's business in the Premises or any part thereof not so damaged during any such period based on to the extent to which Lessee’s use and enjoyment reasonably practicable from the standpoint of the Premises is diminishedprudent business management.

Destruction. If the Leased Premises should be damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice thereof to Landlord. In case the Leased Premises shall be partially or totally damaged or destroyed by fire or other casualty insurable under standard extended risk insurance as to become partially or totally untenable, after date of notification by Tenant to Landlord of the happening of the damage, Tenant, at its sole cost, provided insurance proceeds are made available by Landlord and by its lender in an amount to fully pay for such repairs, shall proceed forthwith to repair or restore such damage as nearly as practicable to the condition and character prior to such damage or destruction within a reasonable time (subject to reasonable time allowance for the purpose of adjusting the insurance loss and for unavoidable delay), unless Landlord or Tenant elects to terminate this Lease as hereinafter provided. In the event more than forty percent (40%) of any building on the Leased Premises are shall be destroyed in whole by fire or other casualty insurable under standard risk insurance, or in part from the event any causebuilding on the Leased Premises shall be damaged or destroyed to any extent by a casualty other than those covered by fire and standard extended coverage risk insurance, Lessor then and in such event, Tenant may, at its optionif it so elects, (1.) rebuild or restore put said building in good condition and fit for occupancy within a reasonable time after date of notification of the Premises to their condition prior to the damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing within damage, or may, upon thirty (30) days after written notice given within forty-five (45) days of the date on which occurred of notification of the destruction or damage, terminate this Lease as to the portion of the Premises premises so destroyed, with the rent to xxxxx pro rata for the Camp Family Parcels of its election either by the amount of rent payable under the Third Party Leases, to rebuild and restore the Premisesextent permitted in the Third Party Leases; provided, or to however, Tenant may not partially terminate this Lease, Lessor shall be deemed Lease with respect to have elected that portion of the property so damaged if such terminated portion is of such a size or configuration that it has little or no economic value to rebuild or restore themLandlord, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee Tenant shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee and Sublease with respect to the Premisesentire Leased Premises unless, in lieu of such total termination, Landlord elects to allow the partial termination with respect to that portion of the premises so partially damaged. Unless Tenant elects to terminate this Lease is terminated pursuant to the foregoing provisionsLease, this Lease shall remain in full force and effect. Lessee hereby expressly waives In the provisions event tenant elects to rebuild, rent shall xxxxx ratably, providing that Tenant diligently pursues completion of Section 1932any required restoration. If the Lease is canceled or partially terminated by reason of such damage or destruction, Subdivision 2any insurance proceeds for damage to the Leased Premises, not including Tenant's fixtures, machinery, equipment, and Section 1933other personal property, Subdivision 4whether obtained by Tenant or Landlord, shall belong to Landlord, free and clear of any claims by Tenant. Any insurance proceeds for damage to Tenant's fixtures, equipment, machinery, and other personal property, shall belong to Tenant, free and clear of any claims by Landlord. In the event the parking area shall be materially and substantially damaged by reason of any casualty to such an extent as to render the same untenable in whole or in a substantial part thereof, then Tenant, at its option, may terminate this Lease, as to the portion of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Leaseparking area so damaged, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall other not be before the date of such notice or more later than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminisheddamage.

Destruction. In the event the Premises are destroyed in whole or in part from any causeA. If, Lessor may, at its option, (1.) rebuild or restore the Premises to their condition prior to the damage or destruction Closing Date, either (x) a Material Casualty occurs, or (2.y) terminate the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after interest of 550/330 Seller as lessee under the date on which occurred Mamaroneck Ground Leases and/or the destruction 330 Ground Lease is terminated as a result of the Premises of its election either to rebuild a fire or other casualty, then 550/330 Seller shall promptly notify Purchaser thereof and restore the Premises, or Purchaser may elect to terminate this Lease, Lessor shall be deemed Agreement (I) as to have elected to rebuild the Mamaroneck Property or restore themthe 330 Property affected by such occurrence or (II) in its entirety, in either case upon notice to 550/330 Seller given not later than ten (10) business days after Purchaser's receipt of 550/330 Seller's notice (as to which event Lessor agrees, at its expense, promptly to rebuild or restore ten (10) business day period time is of the Premises to its condition prior essence). If this Agreement is terminated with respect to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of GodMamaroneck Property only, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor)as aforesaid, then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged 550/330 Purchase Price shall be reduced by any peril and Lessor does not terminate the Leaseamount of the Mamaroneck Purchase Price, then Lessee (ii) no party shall have thereafter any continuing rights, duties or obligations hereunder with respect to the option to terminate Mamaroneck Property (except that the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damageparties' obligations under Section 10 and Section 15.9 hereof shall survive said termination), and (iii) said termination shall not affect Seller's or Purchaser's obligations hereunder with respect to the 2 Park Interest or the 330 Property nor entitle Purchaser to the return of the Letter of Credit as a result thereof. If this Agreement is terminated with respect to the 330 Property only, as aforesaid, then (i) the 550/330 Purchase Price shall be reduced by the amount of the 330 Purchase Price, (ii) if no party shall have thereafter any continuing rights, duties or obligations hereunder with respect to the Premises are damaged by any peril during 330 Property (except that the last twelve parties' obligations under Section 10 and Section 15.9 hereof shall survive said termination), and (12iii) months said termination shall not affect Seller's or Purchaser's obligations hereunder with respect to the 2 Park Interest or the Mamaroneck Property nor entitle Purchaser to the return of the Lease termLetter of Credit as a result thereof. If this Agreement is terminated in its entirety, Lessee as aforesaid, then Purchaser shall be entitled to the return of the Letter of Credit, and thereupon, no party shall have thereafter any continuing rights, duties or obligations hereunder (except that the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, parties' respective obligations under Section 10 and this Lease Section 15.9 hereof shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminishedsurvive said termination).

Destruction. In If the event Project is totally or partially destroyed during the Term, rendering the Premises are destroyed in whole totally or in part from any causepartially inaccessible or unusable, Lessor maythen, at its optionsubject to the remainder of this Paragraph, (1.i) rebuild or Landlord shall restore the Premises Project to their substantially the same condition prior as it was in immediately before such destruction, (ii) Landlord shall not be required to the damage restore Tenant’s Alterations or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction Tenant’s Personal Property, unless they are an integral part of the Premises and specifically covered by insurance proceeds received by Landlord, such excluded items being the sole responsibility of its election either Tenant to rebuild and restore the Premisesrestore, or to (iii) such destruction shall not terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty and (180iv) days following the date all obligations of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, Tenant under this Lease shall remain in full force effect, except that the Basic Monthly Rent shall be abated or reduced, between the date of such destruction and effect. Lessee hereby expressly waives the provisions date of Section 1932completion of restoration, Subdivision 2, and Section 1933, Subdivision 4, by the ratio of (a) the area of the California Civil CodePremises rendered unusable or inaccessible by the destruction to (b) the area of the Premises prior to such destruction. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot beLandlord may, or are not in factat its election, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice so notifying Tenant in writing on or before the later of one hundred twenty (120) days after such destruction or sixty (60) days after Landlord’s receipt of the proceeds from insurance maintained by Landlord, if (A) then-existing laws do not permit such restoration, (B) such destruction occurs during the last year of the Term (provided, however, that Landlord shall restore the Premises as set forth above if such destruction occurs while Tenant has the right to Lessor within exercise the Option and Tenant has exercised the Option), (C) such destruction exceeds fifty percent(50%) of the then-replacement value of the Premises, the Building, or the Project or (D) Landlord determines that the cost of such restoration exceeds the amount of insurance proceeds relating to such destruction actually received by Landlord from insurance maintained by Landlord. If Landlord so terminates this Lease, then (1) Landlord shall have no obligation to restore the Project, (2) Landlord shall retain all insurance proceeds relating to such destruction, and (3) this Lease shall terminate as of thirty (30) days after such notice of termination from Landlord to Tenant. If Landlord restores the date Premises as provided above, then Tenant waives the provisions of California Civil Code Sections 1932(2) and 1933(4) or any successor statute with respect to any destruction of the damage estimatePremises. In the event Landlord restores the Premises following any such destruction, Tenant shall immediately refixturize, re-equip, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of restock the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease and shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of re-open the Premises for business as soon thereafter as is diminishedreasonably practicable.

Destruction. In the event that any portion of the Premises are Building is destroyed in whole or in part from any causedamaged by an uninsured peril, Lessor Landlord or Tenant may, at its option, (1.) rebuild or restore the Premises to their condition prior upon written notice to the damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing other, given within thirty (30) days after the date on which occurred the destruction occurrence of the Premises of its election either to rebuild and restore the Premisessuch damage or destruction, or elect to terminate this Lease; provided, Lessor however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's sole cost and expense, in which event this Lease shall remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event that the Building is damaged or destroyed from any insured peril and there are insufficient insurance proceeds available to repair or restore the Building, Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, Tenant may, within thirty (30) days after receipt of such termination notice and in its sole discretion, elect to pay for any shortfall in funding the required repairs and/or restoration, in which event Tenant shall furnish Landlord such shortfall funds prior to the commencement of such repairs and/or restoration, this Lease shall remain in full force and effect, and Landlord shall thereafter diligently proceed with such repairs and/or restoration. If Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild or restore themthe Building and the sitework outside the perimeter walls of the Building, if damaged, to the extent of insurance proceeds available to Landlord. Any shortfall in which event Lessor agrees, at its expense, promptly insurance proceeds available to Landlord to rebuild or restore the Premises Building shall be borne by Tenant and be made available by Tenant to its Landlord prior to commencement of such rebuilding or restoration. Upon Landlord's receipt of such insurance proceeds and shortfall funds, if applicable, Landlord shall promptly rebuild or restore the applicable Building and such sitework to their condition prior to the damage or destruction. Tenant also shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy. In the event the Building is damaged or destroyed from an insured peril, and if there are adequate insurance proceeds available to Landlord to rebuild or restore the Building, then Landlord shall promptly rebuild or restore the applicable Building and also repair the sitework outside of the perimeter walls of the Building, if damaged, to their condition prior to such damage or destruction. In such event, Tenant shall pay to Landlord upon commencement of reconstruction, the amount of any deductible from the insurance policy. In the event that, pursuant to the foregoing provisions, Landlord is to rebuild or restore the Building, Landlord shall, within thirty (30) days after the occurrence of such damage or destruction, provide Tenant with written notice of the estimated time required for such repair or restoration. If Lessor does not complete the rebuilding or restoration within such period is longer than one hundred eighty (180) days following from the date of the event causing such damage or destruction of the Building, Tenant may, within thirty (30) days after receipt of Landlord's notice, elect to terminate the Lease by giving written notice to Landlord of such election, whereupon the Lease shall immediately terminate. The period of time for Landlord to complete the repair or restoration shall be extended for delays caused by the fault or neglect of Lessee of Tenant or because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes causes, or other contingencies beyond the control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to LessorLandlord. Lessor’s Landlord's obligation to rebuild repair or restore a Building shall not include restoration of Lessee’s Tenant's trade fixtures, equipment, personal property or merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; provided, however, that during any period of repairs or restoration to the Building, rent and all other amounts to be paid by Tenant on account of the Premises and this Lease shall be abated in proportion to the area of the Premises rendered not reasonably suitable for the conduct of Tenant's business thereon. Lessee Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, 2 and Section 1933, Subdivision 4, 4 of the California Civil Code. Notwithstanding anything to In the contrary in this Article 15: (i) if event the Premises are Expansion Project, or any portion thereof, is damaged by any peril and Lessor does not terminate the Leaseor destroyed, then Lessee Landlord shall have no obligation to repair, restore or rebuild the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, same and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee Tenant shall have the option no right to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or result thereof If any portion of the Premises Expansion Project is not suitable for Lessee’s usedamaged or destroyed, as reasonably determined by LesseeTenant shall have the right, than all rent due under during the Lease Term, to rebuild or restore the same provided Tenant complies with the terms of the penultimate paragraph of Section 2 of this Lease shall be equitably abated during such period based on above as the extent same relates to which Lessee’s use and enjoyment the construction or installation of the Premises is diminishedExpansion Project. If Tenant does not elect to rebuild or restore the damaged or destroyed Expansion Project, or applicable portion thereof, Tenant shall, at its sole cost, remove all debris and rubble from the Total Project caused by the damage or destruction of the Expansion Project, or applicable portion thereof, and maintain the balance of the Expansion Project in safe condition and repair.

Destruction. In If the event Real Property is totally or partially destroyed during the Term, rendering the Premises totally or partially inaccessible or unusable, then, subject to the remainder of this paragraph, (i) Landlord shall restore the Real Property to substantially the same condition as it was in immediately before such destruction, (ii) Landlord shall not be required to restore Tenant's Alterations, or Tenant's Personal Property, unless they are destroyed an integral part of the Premises and specifically covered by insurance proceeds received by Landlord, such excluded items being the sole responsibility of Tenant to restore, (iii) such destruction shall not terminate this Lease, and (iv) all obligations of Tenant under this Lease shall remain in whole effect, except that all Rent shall be abated or reduced, between the date of such destruction and the date of substantial completion of restoration, by the ratio of (a) the area of the Premises rendered unusable or inaccessible by the destruction to (b) the usable area of the Premises prior to such destruction. Notwithstanding anything to the contrary in part from any causethis Lease, Lessor Landlord may, at its optionelection, terminate this Lease by so notifying Tenant in writing on or before the later of 60 days after such destruction or 60 days after Landlord's receipt of the proceeds from insurance maintained by Landlord, if (1) then-existing laws do not permit such restoration, (1.2) rebuild or restore such destruction occurred during the Premises to their condition prior to last year of the damage or Term, (3) such destruction or (2.) terminate exceeded 25 percent of the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction then-replacement value of the Premises of its election either to rebuild and restore or the PremisesReal Property, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore (4) Landlord determines that the Premises to its condition prior to cost of such restoration exceeds the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date amount of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due insurance proceeds relating to such causes or other contingencies beyond control of Lessor)destruction actually received by Landlord from insurance maintained by Landlord. Additionally, then Lessee Tenant shall have the right to terminate this Lease by giving fifteen (15) days prior written notice unless Landlord promptly notifies Tenant of its intention to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever such restoration can reasonably be completed within one hundred eighty (180) 120 days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimatedestruction. If Landlord so terminates this Lease, then (A) Landlord shall have no obligation to restore the Real Property, (B) Landlord shall retain all insurance proceeds relating to such destruction, and (C) this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of 30 days after such notice or more than ninety (90of termination from Landlord to Tenant. If Landlord restores the Premises as provided above, then Tenant waives the provisions of California Civil Code Sections 1932(2) days after the date of such notice. During any period of time following a casualty where all and 1933(4) or any portion successor statute with respect to any destruction of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminishedPremises.

Destruction. In If the event Building is totally or partially destroyed during the Term, rendering the Premises are destroyed in whole totally or in part from any causepartially inaccessible or unusable, Lessor maythen, at its optionsubject to the remainder of this Paragraph, (1.i) rebuild or Landlord shall promptly commence work necessary to restore the Premises Building to their substantially the same condition prior as it was in immediately before such destruction and shall diligently prosecute such restoration work until completed, (ii) Landlord shall not be required to restore Tenant’s Alterations or Tenant’s Personal Property, unless they are specifically covered by insurance proceeds received by Landlord, such excluded items being the damage or sole responsibility of Tenant to restore, (iii) such destruction or (2.) terminate the Lease. If Lessor does shall not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15except as provided below), and (iv) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration all obligations of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, Tenant under this Lease shall remain in full force effect, except that the Basic Monthly Rent and effect. Lessee hereby expressly waives Additional Rent shall be abated or reduced, between the provisions date of Section 1932such destruction and the date of Substantial Completion of restoration, Subdivision 2, and Section 1933, Subdivision 4, by the ratio of (a) the Rentable Square Footage of the California Civil CodePremises rendered unusable or inaccessible by the destruction, to (b) the Rentable Square Footage of the Premises prior to such destruction. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the LeaseParagraph, then Lessee either party shall have ten business days from the option date of Landlord’s determination that this sentence applies to terminate the Lease if the Premises cannot besubject destruction/reconstruction, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option which to terminate this Lease if Landlord determines that (1) the existing laws do not permit such restoration, or (2) such destruction (which is not de minimis in nature) occurs during the last year of the Term. Additionally, Landlord may, at its election, terminate this Lease by giving written notice to Lessor within so notifying Tenant in writing on or before the later of one hundred twenty (120) days after such destruction or thirty (30) days after the date Landlord’s receipt of the damage estimateproceeds (or written notice of the amount of proceeds) from insurance maintained by Landlord, if (I) such destruction exceeds twenty percent (20%) of the then replacement value of the Premises, the Building, or the Project, or (II) Landlord reasonably determines that the cost of such restoration will exceed the amount of insurance proceeds relating to such destruction actually received by Landlord from insurance maintained by Landlord, excluding deductibles. If Landlord or Tenant so terminates this Lease, then (x) Landlord shall have no obligation to restore the Project, (y) Landlord shall retain all insurance proceeds relating to such destruction, and (z) this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety thirty (9030) days after such notice of termination from Landlord to Tenant. If Landlord restores the date Premises following any such destruction, Tenant shall immediately refixturize, re-equip, and (if applicable) restock the Premises and shall re-open the Premises for business as soon thereafter as is reasonably practicable. If Tenant does not intend to so reopen the Premises for business, it must notify Landlord in writing within twenty (20) business days of such noticedamage or destruction, whereupon Landlord may cease its repair work and terminate this Lease. During any Additionally, if Landlord fails to Substantially Complete such restoration work within one year, Tenant may, by thirty (30) days’ written notice to Landlord delivered after such year (during which period of time following a casualty where all or any portion of the Premises such restoration is not suitable for Lessee’s useSubstantially Completed), as reasonably determined by Lessee, than all rent due under terminate this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminishedLease.

Destruction. In the event the Premises are destroyed in whole or in part from any cause, Lessor may, at its option, (1.) rebuild or restore the Premises to their condition prior to the damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate fire or other casualty, they shall be repaired or rebuilt as speedily as practical under the Leasecircumstances at the expense of Landlord, then Lessee shall have the option to terminate unless the Lease if is terminated as provided in this Section; and during the period required for restoration, a just and proportionate part of Rent shall be abated until the Premises are repaired or rebuilt. If (i) the Premises are damaged to such an extent that repairs cannot benot, or are not in factLandlord’s judgment, fully restored by Lessor to their prior condition for any reason whatsoever be completed within one hundred eighty (180) days after the damagedate of the commencement of repair of the casualty, and or (ii) if the Premises are damaged by any peril or destroyed as a result of a risk which is not insured under the insurance policies required under the Lease, or (iii) the Premises are damaged or destroyed during the last twelve eighteen (1218) months of the Lease termTerm, Lessee shall have or (iv) the Building is damaged in whole or in part (whether or not the Premises are damaged) to such an extent that the Building cannot, in Landlord’s judgment, be operated economically as an integral unit, then Landlord at its option may terminate this Lease by notice in writing to Tenant within sixty (60) days after the occurrence of the event triggering the right of termination. If the Premises are (i) damaged to such an extent that repairs cannot, in Landlord’s judgment, be completed within one hundred eighty (180) days after the date of the commencement of repair of the casualty, or (ii) substantially damaged during the last eighteen (18) months of the Lease Term, then Tenant may elect to terminate this Lease by giving written notice in writing to Lessor Landlord within the later of (x) thirty (30) days after the date occurrence of the damage estimateevent triggering the right of termination or (y) in the case of (i) above, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety fifteen (9015) days after Landlord’s notice to Tenant that repairs cannot be completed within one hundred eighty (180) days. Unless Landlord or Tenant elects to terminate this Lease as provided above, the date Lease will remain in full force and effect, and Landlord shall repair the damage at its expense to the extent required under the following paragraph and as expeditiously as possible under the circumstances. If Landlord should elect or be obligated pursuant to the preceding provisions of such noticethis Section to repair or rebuild because of any damage or destruction, Landlord’s obligation shall be limited to the original Building and any other work or improvements which were originally performed or installed at Landlord’s expense as described in Exhibit D or with the proceeds of any Tenant Improvement Allowance. During The cost of performing the repairs in excess of the Tenant Improvement Allowance shall be Tenant’s responsibility. If the cost of performing the repairs exceeds the actual proceeds of insurance paid or payable to Landlord on account of the casualty, or if Landlord’s mortgagee or the lessor under a ground or underlying lease shall require that any period of time following insurance proceeds from a casualty where all loss be paid to it, Landlord may terminate this Lease. In no event shall Landlord be liable for any loss or damage sustained by Tenant by reason of casualties mentioned above or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminishedother accidental casualty.

Destruction. In 22.1 Lessee shall give prompt notice to Lessor in case of any fire or other damage to the event Demised Premises or the building. If the Demised Premises are destroyed in whole shall be partially damaged by fire or in part from any causeother casualty insured under the Lessor's insurance policies, then upon Lessor's receipt of the insurance proceeds, Lessor mayshall, at its optionexcept as otherwise provided herein, (1.) rebuild or promptly repair and restore the Premises same (exclusive of Lessee's trade fixtures, decorations signs, improvements and contents) substantially to their the condition thereof immediately prior to the such damage or destruction or (2.) terminate limited, however the Lease. If Lessor does not give Lessee notice in writing extent of the insurance proceeds actually received by Lessor; such repair and restoration to be completed within thirty (30one hundred 180) days after the date on which occurred the destruction receipt by Lessor of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15insurance proceeds: (i) if If both the Demised Premises and the Demised Premises shall be damaged to the extent of twenty five (25%) percent or more of the cost of replacement thereof; (ii) the Demised Premises or the building of which the Demised Premises are a par shall be destroyed or partially damaged as a result of a risk not insured by any peril and Lessor does not terminate Lessor; or (iii) the Lease, then Lessee Demised Promises shall have be damaged to the option extent to terminate twenty (20%) percent or more of the cost of replacement thereof during the last two (2) years of the Lease term (or any renewal term); or (iv) the building constituting the Demised Premises shall be damaged to the extent of fifty (50%) percent or more of the cost of replacement thereof whether or not the Demised Premises shall be damaged; or (v) if any individual retail space containing 20.000 or more square feet. if any. within the Demised Premises cannot be, is damaged and such store or stores are not in fact, fully restored by Lessor to their prior condition re-opened for any reason whatsoever within business for a period of one hundred eighty (180) days after such damage or destruction, then or in any such event. Lessor may elect to repair the damagedamage as aforesaid, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option or to terminate cancel this Lease by giving written notice of cancellation given to Lessor Lessee within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s useoccurrence, as reasonably determined by Lessee, than all rent due under and thereupon this Lease shall be equitably abated during such period based on cease and terminate with the extent to which Lessee’s use same force and enjoyment effect as though the time set forth in the Lessor's said notice were the date herein fixed for the expiration of the Lease term; and Lessee shall vacate and surrender the Demised Premises to Lessor. Upon the termination of this Lease, as addressed, Lessee's liability from the Minimum Guaranteed Rent and other charges reserved hereunder shall cease as of the date of such damage or destruction the Lessor shall make an equitable refund of any Minimum Guaranteed Rental and other charges paid by Lessee in advance and not earned. If there is diminisheda destruction, as set forth in subdivision (iii) or (v) of this Article. Lessee shall have a like option to terminate, but under subdivision (iii). Lessee shall give notice thereof before Lessor commences repair or restoration, and in any event such notice shall be given within thirty (30) days after such destruction.

Destruction. In the event the Premises are destroyed in whole or in part from any cause, Lessor may, at its option, (1.) rebuild or restore the Premises to their condition prior to the Destruction" shall mean damage or destruction ------------- ------------ to the Building, or any portion thereof, by any peril not required to be insured against by Landlord pursuant to this Lease and the cost of repair of which is greater than 30% of the fair market value thereof immediately prior to such damage or destruction. If, at any time during the Term of this Lease, there is damage to the Building or the Premises, (2.including destruction required by any authorized public authority) which falls into the classification of Destruction, Landlord and Tenant shall each have the right to terminate this Lease by giving the Lease. If Lessor does not give Lessee other party written notice in writing of such election to terminate within thirty (30) days after following such Destruction. Upon the giving of such notice, this Lease shall terminate as of the date on which occurred of such Destruction. Notwithstanding the destruction foregoing, if this Lease has been terminated pursuant to the foregoing provisions, but Landlord completes rebuilding of the Premises or the Building during the Term, then Landlord shall notify Tenant of its election either such completion and Tenant shall have the right but not the obligation to rebuild re-occupy the Premises upon the same terms and conditions as set forth in this Lease. Subject to the provisions of the sections regarding Condemnation and Damage ------------ ------ Near The End of Term, if at any time during the Term of this Lease, there is -------------------- damage which does not fall within the classification of Destruction, Landlord will repair such damage as soon as reasonably possible at Landlord's expense, in which event this Lease shall continue in full force and effect; provided, however, that if Landlord does not fully restore the Premises, the Building, or the Common Areas or the affected portion thereof to tenantability within sixty (60) days from the date of the casualty, Tenant may then terminate this Lease, Lessor shall be deemed retroactive to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time the casualty. Notwithstanding anything to be extended for delays caused by the fault or neglect of Lessee of because of acts of Godcontrary contained herein, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee Tenant shall have the right to terminate this Lease by giving fifteen (15) days prior Landlord written notice of Tenant's election to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor do so within thirty (30) days after following any damage if the reasonably estimated time required to repair or restore exceeds sixty (60) days from the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminisheddamage.

Destruction. In If the event Leased Premises or the Premises Building, at any time during the term, are destroyed damaged in whole or in part from any causeby fire, Lessor mayflood, tornado or by the elements, or by Act of God, or by the public enemy or otherwise, Tenant shall give prompt written notice to Landlord. If the Leased Premises or the Building are substantially damaged, then this Lease and the Term, at its optionthe election of the Landlord, (1.) shall either terminate or if Landlord shall elect to rebuild or and restore the Premises Building, this Lease shall continue in full force and effect. Landlord agrees to their condition prior to the damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice in writing notify Tenant of its election within thirty (30) days after the date on which occurred the destruction following Tenant's notice or Landlord's discovery of the Premises of such damage. Upon its election either to rebuild and restore the Premisesrestore, or if Landlord can not reasonably expect to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty ninety (18090) days following the date expiration of destruction Landlord's thirty (such 30) day period to notify Tenant of time its election to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor)resolve, then Lessee Landlord shall so notify Tenant, and Tenant shall have the right to terminate this Lease. Base Rent, Additional Rent and other charges payable under the Lease by giving fifteen shall be equitably abated during the period of Landlord's restoration or repair. If the Leased Premises or the Building are damaged but not substantially damaged, or if Landlord elects to restore the Building after substantial damage, Landlord shall repair the damage and restore the Leased Premises to substantially the same condition as existed immediately prior to the damage with reasonable dispatch but no such restoration or repair shall in any event be completed later than one hundred twenty (15120) days prior written following Tenant's notice or Landlord's discovery of damage. In the event Landlord is unable to Lessorcomplete said restoration or repair within said one hundred twenty (120) days Tenant shall have the right to terminate this Lease. Lessor’s However, Landlord's obligation to rebuild or restore shall does not include restoration of Lessee’s trade restoring leasehold improvements or Tenant's fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premisesequipment and property. Unless this Lease is terminated pursuant to the foregoing provisionsIf Landlord gives Tenant a termination notice, this Lease and the Term shall remain terminate on the date specified in full force and effect. Lessee hereby expressly waives the provisions of Section 1932termination notice, Subdivision 2with the same effect as though that date were the scheduled Termination Date, and Section 1933Base Rent, Subdivision 4, Additional Rent and other charges payable under this Lease shall be apportioned and paid up to the date of the California Civil Codedamage, and any prepaid unearned rent or other charges shall forthwith be repaid by Landlord to Tenant. If Tenant gives Landlord a termination notice this Lease shall terminate on the date specified and any prepaid unearned rent or other charges, including without limitation the security deposit shall forthwith be repaid by Landlord. Notwithstanding anything to the contrary contained in this Article Section 14, in the event the Leased Premises is substantially damaged and Landlord should elect to terminate this Lease as provided herein, upon receipt of Landlord's written notice of its election to terminate, Tenant, within fifteen (15) days following receipt of such notice may, at its option, elect, by the giving of written notice to Landlord, to continue this Lease and rebuild the Leased Premises to substantially the same condition as existed immediately prior to the damage at its sole cost and expense provided such repairs can be completed within ninety (90) days following Tenant's notice to Landlord of such election. A proportionate share of Base Rent, and Additional Rent and other charges payable under the Lease shall be abated during the repair order period. Upon Landlord's receipt of Tenant's notice to continue this Lease Landlord's notice of termination shall be deemed null and void and Tenant shall be entitled to all insurance proceeds received or to be received by Landlord on account of such substantial damage. "Substantially damaged" for the purposes of this Section shall be defined as damage to the Building in excess of fifty percent (50%) of either the rentable floor area or the Building's replacement cost. Notwithstanding the foregoing, if insurance proceeds recovered shall be insufficient to restore the Leased Premises in accordance with this Section, and Landlord elects to rebuild, then Landlord promptly shall notify Tenant of the estimated amount of such insufficiency. Within fifteen (15) days after receiving Landlord's written notice pursuant to the preceding sentence, Tenant will notify Landlord of Tenant's election either: (i) if the Premises are damaged by any peril and Lessor does not terminate the Leaseto pay such insufficiency to Landlord, then Lessee shall have the option to terminate the Lease if the Premises cannot bein which case, Landlord will rebuild; or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if not to pay such insufficiency, in which case, unless Landlord elects to rebuild notwithstanding the Premises are damaged by any peril during the last twelve (12) months of the Lease terminsufficiency, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall will terminate as of the date specified by Lessee in its on which the damage or destruction occurred, and rent and other charges will be apportioned and paid to that termination noticedate, and any prepaid unearned rent and other charges and security deposit will be repaid to Tenant. Tenant shall be entitled to an abatement of rent for the period during which date shall not be before the date of such notice or more than ninety (90) days after Leased Premises are rendered untenantable for the date of such noticePermitted Use. During any period of time following If only a casualty where all or any portion part of the Premises Building is not suitable rendered untenantable for Lessee’s usethe Permitted Use, as reasonably determined by Lessee, than all the rent due under this Lease shall be equitably reduced proportionately. If the Building is so damaged that it is necessary in Landlord's sole discretion, to demolish the Building for restoration or reconstruction, Landlord may demolish the Building, in which case rent shall be abated during such period based on as though the extent to which Lessee’s use and enjoyment of the Premises is diminishedBuilding were substantially damaged.

Destruction. In If, during the event term of this Lease, the Premises or the building and other improvements in which the Premises are located are totally or partially destroyed in whole or in part from any cause, Lessor mayrendering the Premises totally or practically inaccessible or unusable, at its option, (1.) rebuild or Landlord shall restore the Premises to their condition prior to or the damage or destruction or (2.) terminate the Lease. If Lessor does not give Lessee notice building and other improvements in writing within thirty (30) days after the date on which occurred the destruction of the Premises of its election either are located to rebuild substantially the same condition as they were in immediately before destruction, if the restoration can be made under the existing laws and restore the Premises, or to terminate this Lease, Lessor shall can be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration completed within one hundred eighty (180) working days following after the date of the destruction. Such destruction (such period of shall not terminate this Lease. If the restoration cannot be made in the time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor)stated in this paragraph, then Lessee shall have the right to terminate this Lease by giving within fifteen (15) days prior written after the parties determine that the restoration cannot be made in the time stated in this paragraph, Tenant can terminate this Lease immediately by giving notice to LessorLandlord. Lessor’s obligation If Tenant fails to rebuild terminate this Lease and if restoration is permitted under the existing laws, Landlord, at its election, can either terminate this Lease or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, the Premises or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to building and other improvements in which the foregoing provisions, Premises are located within a reasonable time and this Lease shall remain continue in full force and effect. Lessee hereby expressly waives If the provisions of Section 1932existing laws do not permit the restoration, Subdivision 2, and Section 1933, Subdivision 4, either party can terminate this Lease immediately by giving notice to the other party. If there is destruction of the California Civil Code. Notwithstanding anything to the contrary building and other improvements in this Article 15: (i) if which the Premises are damaged by any peril located that exceeds thirty-three and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty one-third percent (18033 1/3%) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease termthen replacement value of the building and other improvements from any cause, Lessee shall have the option Landlord can elect to terminate this Lease by giving written notice to Lessor within thirty (30) days after whether or not the Premises are rendered inaccessible or unusable, as long as Landlord terminates the lease of the other tenant in the building. In case of destruction there shall be an abatement or reduction of rent between the date of the damage estimate, destruction and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date completion of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s userestoration, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s the destruction interferes with Tenant's use and enjoyment of the Premises, provided that Landlord shall be entitled to the proceeds of the business interruption insurance required under Paragraph 11 (eleven), F. If destruction to the Premises is diminished.occurs during the last year of the term, Landlord can terminate this Lease by giving notice to Tenant not more than fifteen (15) days after the

Destruction. In the event that any portion of the Premises are destroyed in whole or in part from any causedamaged by an uninsured peril, Lessor Landlord or Tenant may, upon written notice to the other, given within thirty (30 days after the occurrence of such damage or destruction, elect to terminate this Lease; provided however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's sole cost and expense, in which event this Lease shall remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restorations. In the event that any portion of the Premises are destroyed or damaged by an uninsured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild or restore the Premises, in which event, Landlord, shall at its optionexpense, (1.) promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy. In the event that, pursuant to the foregoing provisions, Landlord is to rebuild or (2.) terminate restore the Lease. If Lessor does not give Lessee notice in writing Premises, Landlord shall, within thirty (30) days after the date on which occurred the destruction occurrence of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the such damage or destruction, provide Tenant with written notice of the time required for such repair or restoration. If Lessor does not complete the rebuilding or restoration within one such period is longer than two hundred eighty seventy (180270) days following from the date issuance of destruction a building permit, tenant may, within thirty (30) days after receipt of Landlord's notice, elect to terminate the Lease by giving written notice to Landlord of such election, whereupon the Lease shall immediately terminate. The period of time for Landlord to complete the repair or restoration shall be extended for delays caused by the fault or neglect of Lessee of Tenant or because of acts of God, acts of public agenciespublication, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes causes, or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to LessorLandlord. Lessor’s Landlord's obligation to rebuild repair or restore the Premises shall not include restoration of Lessee’s Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations, alterations or additions made by Lessee Tenant to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice or more than ninety (90) days after the date of such notice. During any period of time following a casualty where all or any portion of the Premises is not suitable for Lessee’s use, as reasonably determined by Lessee, than all rent due under this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminished.

Destruction. In If the event Building is totally or partially destroyed during the Term, rendering the Premises are destroyed in whole totally or in part from any causepartially inaccessible or unusable, Lessor maythen, at its optionsubject to the remainder of this Paragraph, (1.i) rebuild or Landlord shall promptly commence work necessary to restore the Premises Building to their substantially the same condition prior as it was in immediately before such destruction and shall diligently prosecute such restoration work until completed, (ii) Landlord shall not be required to restore Tenant’s Alterations or Tenant’s Personal Property, unless they are specifically covered by insurance proceeds received by Landlord, such excluded items being the damage or sole responsibility of Tenant to restore, (iii) such destruction or (2.) terminate the Lease. If Lessor does shall not give Lessee notice in writing within thirty (30) days after the date on which occurred the destruction of the Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall be deemed to have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the Premises to its condition prior to the damage or destruction. If Lessor does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall have the right to terminate this Lease by giving fifteen (15except as provided below), and (iv) days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration all obligations of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, Tenant under this Lease shall remain in full force effect, except that the Basic Monthly Rent and effect. Lessee hereby expressly waives Additional Rent shall be abated or reduced, between the provisions date of Section 1932such destruction and the date of Substantial Completion of restoration, Subdivision 2, and Section 1933, Subdivision 4, by the ratio of (a) the Rentable Square Footage of the California Civil CodePremises rendered unusable or inaccessible by the destruction, to (b) the Rentable Square Footage of the Premises prior to such destruction. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the LeaseParagraph, then Lessee either party shall have ten business days from the option date of Landlord’s determination that this sentence applies to terminate the Lease if the Premises cannot besubject destruction/reconstruction, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after the damage, and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option which to terminate this Lease by giving written notice to Lessor within thirty if Landlord determines that (301) it will likely take more than either (A) 330 days after following the date of such casualty, or (B) 270 days from obtaining all required permits for such reconstruction, in which to complete such work, (2) such destruction (which is not de minimus in nature) occurs during the damage estimatelast year of the Term, or (3) then existing laws do not permit such restoration. Additionally, Landlord may, at its election, terminate this Lease by so notifying Tenant in writing on or before the later of 60 days after such destruction or 30 days after Landlord’s receipt of the proceeds (or written notice of the amount of proceeds) from insurance maintained by Landlord, if (I) such destruction exceeds twenty percent (20%) of the then replacement value of the Premises, the Building, or the Project, or (II) Landlord reasonably determines that the cost of such restoration will exceed the amount of insurance proceeds relating to such destruction actually received by Landlord from insurance maintained by Landlord, excluding deductibles, by more than five percent (5%) of such cost of restoration. If Landlord or Tenant so terminates this Lease, then (x) Landlord shall have no obligation to restore the Project, (y) Landlord shall retain all insurance proceeds relating to such destruction, and (a) this Lease shall terminate as of 30 days after such notice of termination from Landlord to Tenant. Tenant hereby waives the date specified by Lessee provisions of California Civil Code Sections 1932(2) and 1933(4) or any successor statute with respect to any destruction of the Premises. If Landlord restores the Premises following any such destruction, Tenant shall immediately refixturize, re-equip, and (if applicable) restock the Premises and shall re-open the Premises for business as soon thereafter as is reasonably practicable. If Tenant does not intend to so reopen the Premises for business, it must notify Landlord in its termination notice, which date shall not be before the date writing within 20 business days of such damage or destruction, whereupon Landlord may cease its repair work and terminate this Lease. Additionally, if Landlord fails to Substantially Complete such restoration work within one year, Tenant may, by 30 days’ written notice or more than ninety to Landlord delivered after such year (90) days after the date of such notice. During any during which period of time following a casualty where all or any portion of the Premises such restoration is not suitable for Lessee’s useSubstantially Completed), as reasonably determined by Lessee, than all rent due under terminate this Lease shall be equitably abated during such period based on the extent to which Lessee’s use and enjoyment of the Premises is diminishedLease.