Common use of Insured Casualty Clause in Contracts

Insured Casualty. (a) In case of damage to the Premises by a risk insured against by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier.

Insured Casualty. (a) In case of damage to If the Premises Building is damaged by a risk insured against fire or other perils covered by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall repair ’s extended coverage insurance: A. In the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be event of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds more than fifty percent (50%) destruction of its fair market value prior to such damagethe Premises (for purposes of this Article 8, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimatetotal destruction”), then either party may terminate this Lease Landlord shall have forty-five (45) days thereafter in which to elect, at Landlord’s sole option, to repair, reconstruct and restore the manner herein providedPremises, and, if Landlord elects to restore, Landlord shall have one hundred eighty (180) days (as extended by Force Majeure) from the date of destruction in which to complete the restoration, in which event all Rent shall xxxxx and this Lease terminate as shall remain in full force and effect. If Landlord elects to repair, reconstruct and restore the Premises, it will, with due diligence, use commercially reasonable efforts to locate a suitable temporary location for the Tenant, but Landlord’s inability to locate such temporary space shall impose no liability on Landlord. Any tenant improvements, moving costs and rental for the temporary space will be at the sole cost and expense of Tenant. If Landlord does not elect to restore the Premises, or, once having given notice of its election to restore does not diligently complete the restoration (subject to Force Majeure) within one hundred sixty (180) days from the date said damage occurred. of destruction, then Tenant shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of have the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease upon twenty (20) days prior written notice, provided Landlord has not completed the restoration prior to the end of such twenty (20) day period. B. In the event of a destruction of the Premises that is less than a total destruction and if the damage thereto is such that the Premises may be repaired, reconstructed or restored within a period of one hundred eighty (180) days (as extended by written notice delivered Force Majeure) from the date of the casualty, Landlord shall repair, reconstruct or restore and this Lease shall continue in full force and effect. If (a) the damage cannot be repaired, reconstructed or restored within a period of one hundred eighty (180) days from the date of the casualty or (b) the casualty causing the damage is not required to Tenant within be insured by Landlord and the estimated cost of repair, reconstruction or restoration exceeds Five Hundred Thousand Dollars ($500,000), Landlord shall have thirty (30) days after the expiration casualty in which to elect to terminate the Lease. C. For purposes of Tenant’s Notice Period. If neither party terminates estimating the period of time required for repair, reconstruction or restoration under this LeaseSection 8.01, then Landlord the period being estimated shall commence restoration, and Rent shall xxxxx to upon the extent described in Subsection (c) belowactual physical construction. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier.

Insured Casualty. (a) In case 14.2.1 If the Leased Property and/or any Capital Additions of damage to the Premises by a Facility are damaged or destroyed from a risk insured against covered by Landlordinsurance carried by Lessee such that such Facility thereby is rendered Unsuitable for its Primary Intended Use, Landlord, unless it Lessee at its sole option shall otherwise elect as hereinafter provided, shall repair the Premises either (i) restore such Leased Property and such Capital Additions to substantially the same condition which as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property of such Facility from Lessor for a purchase price equal to the greater of (y) the Minimum Purchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on or destruction (less the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value Fair Market Value immediately prior to such damage, as determined damage or destruction of any Capital Additions constituting a new wing or new story that were paid for by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (Lessee). If Lessee shall make such an offer and Lessor does not accept the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision to terminate this Lease same within thirty (30) days after delivery Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction or terminate the Lease with respect to such Facility, in which event Lessor shall be entitled to retain the Insurance Proceeds as well as any repair or restoration costs that exceed the Insurance Proceeds and are paid over by Lessee pursuant to Section 14.2.3 below and Minimum Rent hereunder shall be reduced by the amount of the Damage Estimate Allocated Minimum Rent for the Facility with respect to Tenant (“Tenant’s Notice Period”)which the Lease has terminated. 14.2.2 If the Leased Property and/or any Capital Additions of a Facility are damaged from a risk covered by insurance carried by Lessee, but such Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage. Tenant’s failure to Such damage shall not terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continueLease; subjectprovided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to Landlord’s right restore and operate such Facility for its Primary Intended Use, Lessee may offer to terminate this Lease purchase the Leased Property of such Facility for a purchase price equal the greater of (y) the Minimum Purchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to such damage or destruction (less the Fair Market Value immediately prior to such damage or destruction of any Capital Additions constituting a new wing or new story that were paid for by written notice delivered to Tenant Lessee). If Lessee shall make such offer and Lessor does not accept the same within thirty (30) days after Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the expiration Leased Property of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx such Facility to substantially the extent described in Subsection (c) below. (c) If the damages are such same condition as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by existed immediately before such damage or destruction, or terminate the Lease with respect to such Facility, in which event Lessor shall be entitled to retain the Insurance Proceeds and Minimum Rent hereunder shall be reduced by the amount of the Allocated Minimum Rent for the Facility with respect to which Tenant the Lease has been deprived use terminated. 14.2.3 If a casualty results in Insurance Proceeds in excess of the Proceeds Threshold and the cost of the repair or restoration exceeds the amount of Insurance Proceeds received by Lessor from the insurance required to be carried hereunder, Lessee shall contribute any excess amounts needed to restore such Facility. Such difference shall be paid by Lessee to Lessor together with any other Insurance Proceeds (unless the same are not required to be paid to Lessor pursuant to Section 14.1 regarding the Proceeds Threshold), for application to the cost of repair and restoration. 14.2.4 If Lessor accepts Lessee’s offer to purchase the Leased Property of a Facility, this Lease shall terminate as a result to such Facility upon payment of the purchase price and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property of such damage or reconstruction, as reasonably determined Facility then held by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlierLessor.

Insured Casualty. (a) In case the event of a casualty, causing destruction or damage to the Premises Improvements, Common Areas and/or Additional Areas, as applicable, which casualty is covered by a risk insured against the standard form of fire and extended coverage insurance required under this Lease or which is actually covered by Landlordinsurance carried by or for the benefit of either Landlord or Tenant (exclusive of self-insurance carried beyond the insurance required hereunder), Landlord, unless it this Lease shall otherwise elect not terminate except as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstructionexpressly set forth herein. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage anything to the Premises exceeds fifty percent (50%) of its fair market value prior to such damagecontrary, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein providedevent Tenant reasonably estimates, in which event all Rent after due investigation, restoration shall xxxxx and this Lease terminate as of take more than three hundred sixty (360) days from the date said damage occurred. of such determination, Tenant shall notify Landlord in writing of its decision to terminate this Lease within have the right upon thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure written notice to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for Lease. If this Lease is not terminated, within a reasonable time after such casualty, subject to continue; subjectforce majeure, howeverapplicable building codes, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty the procurement of building permits and the receipt of insurance proceeds (30unless self-insured) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx to the extent described of the damage to the Premises, or the Common Areas or Additional Areas, as applicable, Tenant shall complete reconstruction of the Building and Other Improvements, and Landlord shall complete reconstruction of the Common Areas and sufficient Additional Areas such that one hundred fifty thousand (150,000) square feet of ground floor gross leasable area (inclusive of the Building) are free from casualty damage (including, in Subsection (c) below.the case of the Premises, substantially equivalent value in equipment, furniture, and fixtures), to that condition existing immediately prior to such casualty, in the reconstructing party's reasonable discretion, with, in event of any Tenant (ci) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage APPLICATION OF FUNDS. All insurance (or of which Tenant has been deprived use as a result self-insurance) proceeds received on account of such damage or reconstructiondestruction to be repaired and restored under the preceding provisions of this paragraph 15(a), less the cost, if any, of such recovery, shall be applied pursuant to the terms of this Lease to the payment of the cost of such restoration, repair, replacement, rebuilding, or alteration (the "Work"), including expenditures made for temporary repairs or for the protection of property pending the completion of permanent restoration, repair, replacement, rebuilding, or alteration, and, if required by Landlord's first Mortgagee, shall be held by a mutually agreeable third-party escrow agent (which is, for these purposes, the "Escrow Agent"), in an interest-bearing account in a federally insured financial institution or institutions such that all funds are deposit insured (or otherwise assured in a manner acceptable to the parties), to be paid out, as reasonably determined provided below, from time to time (but no more often than once monthly), as the Work progresses, upon Tenant's written request in event of work by Tenant, or Landlord's written request in event of work by Landlord, accompanied by a certificate of the architect or engineer in charge of the Work (the "Certificate"), dated not more that seven (7) days prior to such request, stating that the sum then requested either has been paid by Tenant or Landlord, as applicable, or is justly due to the named contractors, subcontractors, materialmen, engineers, architects, or other persons (whose addresses shall also be stated) who have rendered services or furnished materials for certain portions of the Work. Such abatement Landlord's Mortgagee, if a bank, savings and loan association or other institutional lender, may act as the Escrow Agent. The Certificate shall commence as give a brief description of such services and materials, shall list the several amounts so paid or owing to each of such persons, shall state the cost of the Work at the date of the requisition, and shall state that no part of such damage and end when restoration expenditures has been or is being made the basis for any other request for payment. The Certificate shall state also that, except for the amounts listed therein, there is no outstanding indebtedness known to such architect or engineer, after due inquiry, for labor, wages, materials, supplies, or services in connection with the Work which, if unpaid, might become the basis of a vendor's, mechanic's, laborer's, materialman's, or similar lien upon the Work or upon the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlierany part thereof.

Insured Casualty. (a) a. In case of damage to the Premises by a risk insured against by Landlordpursuant to Section 12 hereof and self insurance, Landlord, unless it shall otherwise elect as hereinafter provided, Landlord shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its the insurance carrier and all mortgagees holding mortgages on the Building Premises that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restorationIf Landlord does not receive confirmation from the insurance carrier and any self-insurance and any mortgagee and Landlord does not voluntarily repair the Premises, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligationthen Landlord or Tenant may terminate this Lease. (b) Notwithstanding subparagraph (a) above, if b. If damage to the Premises exceeds fifty percent (reduces usable space to less than 50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx axxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant occurrence (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Periodoccurrence. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier.

Insured Casualty. (a) In case 14.2.1 If the Leased Property and/or any Capital Additions of damage to the Premises by any Facility are damaged or destroyed from a risk insured against covered by Landlordinsurance carried by Lessee such that such Facility thereby is rendered Unsuitable for its Primary Intended Use, Landlord, unless it Lessee shall otherwise elect as hereinafter provided, shall repair the Premises either (i) restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property of such Facility from Lessor for a purchase price equal to the greater of (y) the Minimum Purchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to such damage or destruction. If Lessor does not accept Lessee’s offer to so purchase the Leased Property of such Facility within 45 days after Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction or terminate the Lease with respect to such Facility in which event Lessor shall be entitled to retain the insurance proceeds payable on account of such casualty. 14.2.2 If the Leased Property and/or any Capital Additions of any Facility are damaged from a risk covered or required to be covered by insurance carried by Lessee, but such Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage. Such damage shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to restore and operate such Facility for its Primary Intended Use, Lessee may offer to purchase the Leased Property of such Facility for a purchase price equal to the greater of the Minimum Purchase Price of such Facility or the Fair Market Value of such Facility immediately prior to such damage. If Lessee shall make such offer and Lessor does not accept the same within 45 days after Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction, or terminate the Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier the Securities and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstructionExchange Commission. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior Lease with respect to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein providedFacility, in which event all Rent Lessor shall xxxxx be entitled to retain the insurance proceeds. 14.2.3 If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance required to be carried hereunder, Lessee shall contribute any excess amounts needed to restore such Facility. Such difference shall be paid by Lessee to Lessor together with any other insurance proceeds, for application to the cost of repair and restoration. 14.2.4 If Lessor accepts Lessee’s offer to purchase the Leased Property of any Facility, this Lease shall terminate as to such Facility upon payment of the date said damage occurred. Tenant purchase price and Lessor shall notify Landlord in writing of its decision remit to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx Lessee all insurance proceeds pertaining to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result Leased Property of such damage or reconstructionFacility received by Lessor, as reasonably determined including any amounts applied by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenanta Facility Mortgagee to Lessor’s business is totally or partially resumed, whichever is earlierdebt.

Insured Casualty. (a) In case of damage to the Premises by a risk insured against by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if If damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier.

Insured Casualty. In the case of damage by fire or other perils covered by the insurance carried or required to be carried pursuant to Article 11, provided that neither Landlord nor Tenant terminates this Lease as provided herein, Landlord shall as soon as possible commence such repair, reconstruction and restoration of the Premises and shall diligently prosecute the same to completion, but Landlord shall not be required to restore Tenant’s trade fixtures, equipment and personal property or Alterations made by Tenant after the Commencement Date (unless insurance proceeds are specifically designated for and available to restore such Alterations). Notwithstanding the foregoing, if (a) In case of damage to the Premises by a risk insured against by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall repair the Premises is destroyed to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be an extent of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds least fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate full replacement cost thereof as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision to terminate this Lease within thirty destruction, (30b) days after delivery the destruction occurs during the last year of the Damage Estimate to Term (as it may have been extended), or (c) the Premises is damaged by any peril and, because of the laws then in force, the Premises cannot be used for the same use being made thereof before such damage, then Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to and Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s each have the right to terminate this Lease Lease. A party may exercise this termination right by giving written notice delivered to Tenant the other party within thirty (30) days after the expiration date of such destruction. In addition, Landlord shall have the option to terminate this Lease in the event the Premises is damaged by any peril to such an extent that the estimated cost to restore the Premises exceeds the insurance proceeds received by Landlord by more than $250,000, which option may be exercised only by delivery to Tenant of a written notice of election to terminate before the 45th day after Landlord’s receipt of the insurance proceeds. Notwithstanding the foregoing, Tenant may, at its election (but shall not be obligated to), provide Landlord with funds to cover such shortfall, within thirty (30) days after Tenant’s Notice Periodreceipt of Landlord’s termination notice, in which event Landlord shall complete its repair, reconstruction and restoration of the Premises pursuant to this Article and this Lease shall remain in full force and effect. If neither party terminates this Lease is not terminated pursuant to the provisions of this Section 12.1, then the destruction will not terminate this Lease, then Landlord shall commence restorationand all obligations of Tenant under this Lease will remain in effect, and Rent shall xxxxx except that, to the extent described in Subsection rental interruption insurance proceeds are paid to Landlord (cor would have been paid, but for Landlord’s breach of Section 11.2(a)), the Monthly Rental and Operating Expenses will be abated or reduced, between the date of the destruction and the date of completion of restoration, by the ratio of (a) below. (c) If the damages are such as to render area of the Premises untenantablerendered unusable or inaccessible by the destruction to (b) the area of the Premises before the destruction, as reasonably determined by Landlord, Rent shall xxxxx in proportion to or abated entirely if the remaining portion of the Premises affected by such damage or is not sufficient for the conduct of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by LandlordTenant’s business. Such abatement The foregoing shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined not affect Tenant’s rights set forth in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier12.3 below.

Insured Casualty. (a) In case of damage 12.1.1 If, prior to the Premises Close of Escrow, the Property is damaged or destroyed, whether by fire or other insured casualty, Seller shall promptly notify Buyer of such damage or destruction and of the good-faith estimate of a risk insured against reputable licensed contractor selected by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall Seller and reasonably approved by Buyer of the cost to repair the Premises damage and Seller's good-faith belief that such casualty is insured (the "Insured Casualty Notice"). If the Insured Casualty Notice indicates that such casualty is a Material Casualty, Buyer may elect to substantially be released from its obligations hereunder (including its obligation to purchase the condition which existed prior Property) by delivering to such damage, with reasonable dispatch after receiving from Tenant Seller written notice that damage has occurred, but without obligation of Buyer's intent to do so until Landlord has received confirmation from its insurance carrier and within ten (10) days after the date Buyer receives the Insured Casualty Notice. In such event, the Deposit together with all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, interest accrued thereon shall be of only those portions of promptly returned to Buyer. 12.1.2 If the Premises which were initially provided at Landlord’s expensecasualty is insured, and restoration of items within the Premises which were (i) it is not provided at Landlord’s expense shall be Tenant’s obligation. a Material Casualty, or (bii) Notwithstanding subparagraph (a) aboveit is a Material Casualty, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision but Buyer elects not to terminate this Lease Agreement in accordance with this Section 12.1, then the Escrow and this Agreement shall remain in full force and effect, the Closing shall occur on or before the Outside Closing Date, and Seller shall assign to Buyer, as a condition precedent to the Close of Escrow, all of Seller's right, title and interest in and to any of the casualty insurance proceeds or claims therefor with respect to such damage or destruction, together with any and all rental loss or business interruption insurance of Seller, if any, payable with respect to the Property for any period after the Proration Time and any and all claims against other persons for such damage or destruction. Additionally, if the Escrow and this Agreement remain in full force and effect, Seller shall pay to Buyer, by way of a reduction in the Cash Portion of the Closing Payment, an amount equal to the deductible under the casualty insurance. Within twelve (12) months following the Close of Escrow, Buyer shall upon thirty (30) days written notice by Seller, present reasonably satisfactory evidence to Seller that Buyer applied the proceeds of such insurance to the Property. If Buyer fails to present such evidence or such evidence is not reasonably satisfactory to Seller, Buyer shall promptly, but in any event within thirty (30) days after delivery of demand therefor from Seller, pay to Seller the proceeds of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier.casualty

Insured Casualty. In the case of damage by fire or other perils covered by the insurance specified in Section 16.5, the following provisions shall apply: (a) In case Within a period of damage to sixty (60) days after all applicable permits have been obtained, Landlord shall commence such repair, reconstruction and restoration of the Premises by a risk insured against by as Landlord, Landlordin its reasonable business judgment, unless it deems necessary, and shall otherwise elect as hereinafter diligently prosecute the same to completion; provided, however, that Tenant, at its cost, shall repair and restore all items of Tenant's Work and replace its stock in trade, trade fixtures, furniture, furnishings and equipment. Tenant shall commence this work promptly upon delivery of possession of the Premises to substantially the condition which existed prior Tenant and shall diligently prosecute same to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligationcompletion. (b) Notwithstanding subparagraph (a) abovethe foregoing, if damage to the Premises exceeds is totally destroyed, or if the Shopping Center is destroyed to an extent of at least fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate full replacement cost thereof as of the date said damage occurred. of destruction, then (i) if the destruction occurs during the last two (2) years of the Term, Landlord and Tenant shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of each have the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease Lease, and (ii) if the destruction occurs prior to the last two (2) years of the Term, Landlord shall have the right to terminate this Lease. In each case, the termination right shall be exercised by the terminating party giving written notice delivered to Tenant the other party within thirty (30) days after the expiration date of destruction. If Landlord terminates this Lease pursuant to (ii) above, then upon Landlord's receipt of any insurance proceeds payable by reason of such destruction, Landlord shall pay to Tenant from such proceeds an amount equal to the unamortized book value of Tenant’s Notice Period. If neither party terminates this Lease's leasehold improvements paid for by Tenant and Tenant's fixtures and equipment which are not capable of removal from the Premises, then Landlord shall commence restoration, and Rent shall xxxxx reduced by the amount of proceeds of any insurance carried or required to the extent described in Subsection (c) belowbe carried by Tenant on such items pursuant to Article 16. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier.

Insured Casualty. (a) In case of damage to the Premises by a risk insured against by Landlordpursuant to Section 11 hereof, Landlord, unless it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its the insurance carrier and all mortgagees holding mortgages on the Building Premises that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s 's restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s 's expense, and restoration of items within the Premises which were not provided at Landlord’s 's expense shall be Tenant’s 's obligation. (b) Notwithstanding subparagraph (a) above, if If damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s the obligated insurer (the “"Damage Estimate”"), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx abate and this Lease terminate texxxxxte as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“"Tenant’s 's Notice Period”"). Tenant’s 's failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s 's Notice Period shall be conclusively construed as Tenant’s 's agreement for this Lease to continue; subject, however, to Landlord’s 's right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s 's Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx abate to the extent described desxxxxxd in Subsection (c) below. (c) If the damages are such as to render the Premises untenantableor a portion thereof uninhabitable, as reasonably determined by Landlord, Rent shall xxxxx abate in proportion to the portion xxx xortion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) substantially completed or Tenant’s business is 's operations are totally or partially resumed, whichever is earlier.

Insured Casualty. In the case of damage by fire or other perils covered by the insurance specified in Section 14.4, the following provisions shall apply: (a) In case Within a period of damage to sixty (60) days after all applicable permits have been obtained (which permits Landlord shall promptly apply for and diligently seek), Landlord shall commence such repair, reconstruction and restoration of the Premises by a risk insured against by as Landlord, Landlordin its reasonable business judgment, unless it deems necessary, and shall otherwise elect as hereinafter diligently prosecute the same to completion; provided, however, that Tenant, at its cost, shall repair and restore all items of Tenant's Work and replace its stock in trade, trade fixtures, furniture, furnishings and equipment. Tenant shall commence this work promptly upon delivery of possession of the Premises to substantially the condition which existed prior Tenant and shall diligently prosecute same to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligationcompletion. (b) Notwithstanding subparagraph (a) abovethe foregoing, if damage to the Premises exceeds is totally destroyed, or if the Project is destroyed to an extent of at least fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate full replacement cost thereof as of the date said damage occurred. Tenant of destruction, then Landlord shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of have the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty ninety (3090) days following the date of such casualty. In addition, if the Premises or a portion of the Project Common Areas which materially and adversely affects operation of Tenant's business from the Premises is damaged or destroyed during the Term and it is reasonably estimated that repair or restoration after such casualty which Landlord is obligated under the Lease to undertake will take more than two hundred seventy (270) days after the expiration issuance of the building permit for such work to complete, then Tenant shall have the right to terminate this Lease by written notice delivered to Landlord within twenty (20) days following Tenant's receipt of written notice of such estimate. Further, if during the final year of the Term of this Lease, the Premises is damaged or destroyed by casualty materially affecting the operation of Tenant’s Notice Period's business from the Premises and requiring more than ninety (90) days (or such lesser time as is then remaining in the Term) to repair, then either party shall have the right to terminate this Lease by delivery of written notice to the other party delivered within forty-five (45) days following such casualty. If neither party terminates this LeaseLease is terminated pursuant hereto, then Landlord shall commence restorationbe entitled to retain any insurance proceeds payable by reason of such destruction, and Rent shall xxxxx to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the except that portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage any award attributable to Tenant's trade fixtures and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlierequipment.

Insured Casualty. (a) In case of damage to 14.2.1 If the Premises by Leased Property is damaged or destroyed from a risk insured against covered by Landlordinsurance carried by Lessee such that the Facility thereby is rendered Unsuitable for its Primary Intended Use, Landlord, unless it Lessee shall otherwise elect as hereinafter provided, shall repair either (i) restore the Premises Leased Property to substantially the same condition as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property from Lessor for a purchase price equal to the Fair Market Value immediately prior to such damage or destruction. If Lessor does not accept Lessee’s offer to so purchase the Leased Property, Lessee may either withdraw such offer and proceed to restore the Leased Property to substantially the same condition as existed immediately before such damage or destruction or terminate the Lease in which event Lessor shall be entitled to retain the insurance proceeds plus receive payment from Lessee of an amount equal to any deductible or deductibles less Lessee’s interest, if any, in proceeds. 14.2.2 If the Leased Property is damaged from a risk covered by insurance carried by Lessee, but the Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Leased Property to substantially the same condition as existed immediately before such damage. Such damage shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to restore and operate the Facility for its Primary Intended Use, Lessee shall offer to purchase the Leased Property for a purchase price equal to the Fair Market Value immediately prior to such damage. If Lessor does not accept the same, with reasonable dispatch after receiving from Tenant written notice that Lessee may either withdraw such offer and proceed to restore the Leased Property to substantially the same condition as existed immediately before such damage has occurredor destruction, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on or terminate the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein providedLease, in which event all Rent Lessor shall xxxxx be entitled to retain the insurance proceeds. 14.2.3 If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance required to be carried hereunder plus payment received from Lessee of the amount of deductible or deductibles, Lessee shall contribute any excess amounts needed to restore the Facility. Such difference shall be paid by Lessee to Lessor together with any other insurance proceeds, for application to the cost of repair and restoration. 14.2.4 If Lessor accepts Lessee’s offer to purchase the Leased Property, this Lease shall terminate as to the Leased Property upon payment of the date said damage occurred. Tenant purchase price and Lessor shall notify Landlord in writing of its decision remit to terminate this Lease within thirty Lessee (30or cause any Facility Mortgagee to remit to Lessee) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx all insurance proceeds pertaining to the extent described in Subsection (c) belowLeased Property then held by Lessor. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier.

Insured Casualty. (a) In case of damage 12.1.1 If, prior to the Premises Close of Escrow, the Property is damaged or destroyed, whether by fire or other insured casualty, Seller shall promptly notify Buyer of such damage or destruction and of the good-faith estimate of a risk insured against reputable licensed contractor selected by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall Seller and reasonably approved by Buyer of the cost to repair the Premises damage and Seller's good-faith belief that such casualty is insured (the "Insured Casualty Notice"). If the Insured Casualty Notice indicates that such casualty is a Material Casualty, Buyer may elect to substantially be released from its obligations hereunder (including its obligation to purchase the condition which existed prior Property) by delivering to such damage, with reasonable dispatch after receiving from Tenant Seller written notice that damage has occurred, but without obligation of Buyer's intent to do so until Landlord has received confirmation from its insurance carrier and within ten (10) days after the date Buyer receives the Insured Casualty Notice. In such event, the Deposit together with all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, interest accrued thereon shall be of only those portions of promptly returned to Buyer. 12.1.2 If the Premises which were initially provided at Landlord’s expensecasualty is insured, and restoration of items within the Premises which were (i) it is not provided at Landlord’s expense shall be Tenant’s obligation. a Material Casualty, or (bii) Notwithstanding subparagraph (a) aboveit is a Material Casualty, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision but Buyer elects not to terminate this Lease Agreement in accordance with this 34 35 SECTION 12.1, then the Escrow and this Agreement shall remain in full force and effect, the Closing shall occur on or before the Outside Closing Date, and Seller shall assign to Buyer, as a condition precedent to the Close of Escrow, all of Seller's right, title and interest in and to any of the casualty insurance proceeds or claims therefor with respect to such damage or destruction, together with any and all rental loss or business interruption insurance of Seller, if any, payable with respect to the Property for any period after the Proration Time and any and all claims against other persons for such damage or destruction. Additionally, if the Escrow and this Agreement remain in full force and effect, Seller shall pay to Buyer, by way of a reduction in the Cash Portion of the Closing Payment, an amount equal to the deductible under the casualty insurance. Within twelve (12) months following the Close of Escrow, Buyer shall upon thirty (30) days written notice by Seller, present reasonably satisfactory evidence to Seller that Buyer applied the proceeds of such insurance to the Property. If Buyer fails to present such evidence or such evidence is not reasonably satisfactory to Seller, Buyer shall promptly, but in any event within thirty (30) days after delivery of demand therefor from Seller, pay to Seller the proceeds of the Damage Estimate casualty insurance assigned by Seller to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed Buyer as Tenant’s agreement for this Lease to continue; subjectprovided herein, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx together with an amount equal to the extent described in Subsection (c) below. (c) If the damages are deductible under such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion insurance for which Buyer received a credit to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlierPurchase Price.

Insured Casualty. (a) In case of damage 12.1.1 If, prior to the Premises Close of Escrow, the Property is damaged or destroyed, whether by fire or other insured casualty, Seller shall promptly notify Buyer of such damage or destruction and of the good-faith estimate of a risk insured against reputable licensed contractor selected by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall Seller and reasonably approved by Buyer of the cost to repair the Premises damage and Seller's good-faith belief that such casualty is insured (the "Insured Casualty Notice"). If the Insured Casualty Notice indicates that such casualty is a Material Casualty, Buyer may elect to substantially be released from its obligations hereunder (including its obligation to purchase the condition which existed prior Property) by delivering to such damage, with reasonable dispatch after receiving from Tenant Seller written notice that damage has occurred, but without obligation of Buyer's intent to do so until Landlord has received confirmation from its insurance carrier and within ten (10) days after the date Buyer receives the Insured Casualty Notice. In such event, the Deposit together with all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, interest accrued thereon shall be of only those portions of promptly returned to Buyer. 12.1.2 If the Premises which were initially provided at Landlord’s expensecasualty is insured, and restoration of items within the Premises which were (i) it is not provided at Landlord’s expense shall be Tenant’s obligation. a Material Casualty, or (bii) Notwithstanding subparagraph (a) aboveit is a Material Casualty, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision but Buyer elects not to terminate this Lease Agreement in accordance with this SECTION 12.1, then the Escrow and this Agreement shall remain in full force and effect, the Closing shall occur on or before the Outside Closing Date, and Seller shall assign to Buyer, as a condition precedent to the Close of Escrow, all of Seller's right, title and interest in and to any of the casualty insurance proceeds or claims therefor with respect to such damage or destruction, together with any and all rental loss or business interruption insurance of Seller, if any, payable with respect to the Property for any period after the Proration Time and any and all claims against other persons for such damage or destruction. Additionally, if the Escrow and this Agreement remain in full force and effect, Seller shall pay to Buyer, by way of a reduction in the Cash Portion of the Closing Payment, an amount equal to the deductible under the casualty insurance. Within twelve (12) months following the Close of Escrow, Buyer shall upon thirty (30) days written notice by Seller, present reasonably satisfactory evidence to Seller that Buyer applied the proceeds of such insurance to the Property. If Buyer fails to present such evidence or such evidence is not reasonably satisfactory to Seller, Buyer shall promptly, but in any event within thirty (30) days after delivery of demand therefor from Seller, pay to Seller the proceeds of the Damage Estimate casualty 35 insurance assigned by Seller to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed Buyer as Tenant’s agreement for this Lease to continue; subjectprovided herein, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx together with an amount equal to the extent described in Subsection (c) below. (c) If the damages are deductible under such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion insurance for which Buyer received a credit to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlierPurchase Price.

Insured Casualty. (a) In case the event of damage any Casualty which is covered, in whole or in part, by insurance described in Section 6.1 or any other insurance maintained by Borrower with respect to the Premises Property, then: (i) Except as expressly provided in Section 6.2(b), Lender shall have the right to, but shall not be obligated to, make proof of loss if not made promptly by Borrower, and is hereby authorized and empowered by Borrower to settle, adjust or compromise any claims for damage, loss or destruction thereunder. Unless a risk insured against by Landlorddefault then exists under the Loan Documents, LandlordLender shall consult with Borrower (but shall not be required to obtain Borrower’s consent) regarding any such settlement, unless it shall otherwise elect adjustment or compromise; (ii) Each insurance company concerned is hereby authorized and directed to make payment therefor directly to Lender; and (iii) Borrower or Lender, as hereinafter providedthe case may be, shall repair apply the Premises insurance proceeds, first, to substantially reimburse Lender for all costs and expenses, including, without limitation, adjustors’ and attorneys’ fees and disbursements, incurred in connection with the condition which existed prior to collection of such damageproceeds, with reasonable dispatch after receiving from Tenant written notice that damage has occurredand, but without obligation to do so until Landlord has received confirmation from its insurance carrier and second, at Lender’s option, (A) in payment of all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions any part of the Premises which were initially provided Indebtedness, at Landlord’s expense, Par (so long as no Event of Default then exists) in the order and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as manner determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer Lender (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx provided that to the extent described that any Indebtedness shall remain outstanding after such application, such unpaid Indebtedness shall continue in Subsection full force and effect and Borrower shall not be excused in the payment thereof); (cB) below. to the cure of any default hereunder; or (cC) If to the damages are such as to render the Premises untenantableRestoration, as reasonably determined by Landlordin whole or in part, Rent shall xxxxx in proportion to of the portion of the Premises affected by such Property so damaged, lost or destroyed, provided, that, in the opinion and discretion of Lender, either: (1) the insurance proceeds so collected are sufficient to cover the cost of the Restoration or Providence Square 36 Loan No. 00-1103028 4813-0380-2520, v. 3 repair of the damage or destruction with respect to which such proceeds were paid; or (2) the insurance proceeds so collected are not sufficient alone to cover the cost of which Tenant has been deprived use as a result the Restoration or repair but are sufficient therefor when taken together with funds provided and made available, and deposited into cash collateral account controlled by Lender, by Borrower from other sources. In the event Lender shall make such insurance proceeds available to Borrower, subject to the Restoration Conditions, for the purpose of effecting such Restoration, Lender shall not be obligated to see to the proper application of such damage insurance proceeds nor shall the amount of funds so released or reconstructionused be deemed to be payment of or on account of the Loan. Lender shall have sole and exclusive dominion and control over such proceeds. (iv) If Lender elects to apply the insurance proceeds to the Indebtedness and such proceeds are insufficient to pay the Indebtedness in full and subject to Borrower’s right to pay the remainder of the Indebtedness at Par pursuant to Section 6.2, as reasonably determined by Landlord. Such abatement shall commence as Lender may declare the remaining unpaid Indebtedness to be immediately due and payable in full, at Par; provided, however, if (A) no Event of Default then exists under the Loan or the Loan Documents, (B) Borrower delivers to Lender Notice of such intent to prepay the Loan within five (5) days following the date of such damage and end when restoration Lender’s application of the Premises casualty proceeds to the Indebtedness, and (C) any failure to satisfy the Lender’s standard restoration conditions with respect to the casualty is Substantially Completed not the result of an act or omission of Borrower, Lender shall refrain from accelerating the Loan for a period of ninety (as defined in Section 2.2 hereof90) days from Lender’s receipt of such Notice. Any costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) related to Lender’s determination of whether or Tenant’s business is totally or partially resumed, whichever is earliernot to waive such requirement shall be paid by Borrower upon demand.

Insured Casualty. (a) In case 14.2.1 If the Leased Property and/or any Capital Additions of damage to the Premises by a Facility are damaged or destroyed from a risk insured against covered by Landlordinsurance carried by Lessee such that such Facility thereby is rendered Unsuitable for its Primary Intended Use, Landlord, unless it Lessee shall otherwise elect as hereinafter provided, shall repair the Premises either (i) restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property of such Facility from Lessor for a purchase price equal to the greater of (y) the Minimum Repurchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to such damage or destruction. If Lessor does not accept Lessee’s offer to so purchase the Leased Property of such Facility, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction or terminate this Lease with respect to such Facility in which event Lessor shall be entitled to retain the insurance proceeds. 38 14.2.2 If the Leased Property and/or any Capital Additions of a Facility are damaged from a risk covered by insurance carried by Lessee, but such Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage. Such damage shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to restore and operate such Facility for its Primary Intended Use, Lessee may offer to purchase the Leased Property of such Facility for a purchase price equal to the greater of the Minimum Repurchase Price of such Facility or the Fair Market Value of such Facility immediately prior to such damage. If Lessee shall make such offer and Lessor does not accept the same, with reasonable dispatch after receiving from Tenant written notice that Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage has occurredor destruction, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein providedwith respect to such Facility, in which event all Rent Lessor shall xxxxx be entitled to retain the insurance proceeds. 14.2.3 If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance required to be carried hereunder, Lessee shall contribute any excess amounts needed to restore such Facility. Such difference shall be paid by Lessee to Lessor together with any other insurance proceeds, for application to the cost of repair and restoration. 14.2.4 If Lessor accepts Lessee’s offer to purchase the Leased Property of a Facility, this Lease shall terminate as to such Facility upon payment of the date said damage occurred. Tenant purchase price and Lessor shall notify Landlord in writing of its decision remit to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx Lessee all insurance proceeds pertaining to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result Leased Property of such damage or reconstruction, as reasonably determined Facility then held by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlierLessor.

Insured Casualty. (a) In case 14.2.1 If the Leased Property and/or any Capital Additions of damage to the Premises by Facility are damaged or destroyed from a risk insured against covered by Landlordinsurance carried by Lessee such that the Facility thereby is rendered Unsuitable for its Primary Intended Use, Landlord, unless it Lessee shall otherwise elect as hereinafter provided, shall repair either (i) restore the Premises Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property of the Facility from Lessor for a purchase price equal to the greater of (y) the Minimum Repurchase Price of the Facility or (z) the Fair Market Value of the Facility immediately prior to such damage or destruction. If Lessor does not accept Lessee’s offer to so purchase the Leased Property of the Facility, Lessee may either withdraw such offer and proceed to restore the Leased Property of the Facility to substantially the same condition as existed immediately before such damage or destruction or terminate this Lease in which event Lessor shall be entitled to retain the insurance proceeds. 14.2.2 If the Leased Property and/or any Capital Additions of the Facility are damaged from a risk covered by insurance carried by Lessee, but the Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage. Such damage shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to restore and operate the Facility for its Primary Intended Use, Lessee may offer to purchase the Leased Property of the Facility for a purchase price equal to the greater of the Minimum Repurchase Price of the Facility or the Fair Market Value of the Facility immediately prior to such damage. If Lessee shall make such offer and Lessor does not accept the same, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation Lessee may either withdraw such offer and proceed to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on restore the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions Leased Property of the Premises which were initially provided at Landlord’s expenseFacility to substantially the same condition as existed immediately before such damage or destruction, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein providedLease, in which event all Rent Lessor shall xxxxx be entitled to retain the insurance proceeds. 14.2.3 If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance required to be carried hereunder, Lessee shall contribute any excess amounts needed to restore the Facility. Such difference shall be paid by Lessee to Lessor together with any other insurance proceeds, for application to the cost of repair and restoration. 14.2.4 If Lessor accepts Lessee’s offer to purchase the Leased Property, this Lease shall terminate as upon payment of the date said damage occurred. Tenant purchase price and Lessor shall notify Landlord in writing of its decision remit to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx Lessee all insurance proceeds pertaining to the extent described in Subsection (c) belowLeased Property then held by Lessor. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier.

Insured Casualty. (a) In case the event the Premises or a portion of damage the Building is damaged by fire or other insured casualty, Landlord will diligently repair the same to the Premises by a risk insured against extent possible with the insurance proceeds received by Landlord, Landlordsubject to the provisions of this Article 11 of the Lease, unless it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to if such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. repairs can in Landlord’s restoration, however, shall opinion be made within ninety (90) days after issuance of only those portions of a building permit under the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurredLaws. Tenant shall notify Landlord in writing of its decision to terminate this Lease within Within thirty (30) days after delivery the occurrence of a casualty, Landlord shall deliver to Tenant a written notice stating Landlord’s opinion that the damage can be or cannot be repaired within such ninety (90) day period. If Landlord fails to deliver such written notice within such thirty (30) day period, it shall be conclusively deemed that Landlord’s opinion is that it cannot be repaired within such ninety (90) day period. If in Landlord’s reasonable opinion the damage can be repaired within such ninety (90) day period, this Lease will remain in full force and effect, except that if such damage is not the result of the Damage Estimate negligence or willful misconduct of Tenant or the Tenant Parties an abatement of Base Rent will be allowed Tenant for such part of the Premises are rendered unusable by Tenant in the conduct of its business during the time such part is not utilized as a result of the casualty. Notwithstanding the foregoing, if such damage occurs during the final year of the Term of this Lease, Landlord will not be obligated to repair such damage, but either Landlord or Tenant (“Tenant’s Notice Period”). Tenant’s failure may elect to terminate this Lease by upon written notice of termination delivered given to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant the other within thirty (30) days after the expiration date of Tenant’s Notice Period. If neither party terminates such fire or other insured casualty, in which event this LeaseLease will terminate as of the termination date specified in such notice; provided, then Landlord however, Tenant shall commence restoration, and Rent shall xxxxx only have the right to so terminate this Lease in the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the event that all or a significant portion of the Premises affected by (i.e., such damage or portion of which the Premises whereby Tenant has been deprived cannot, and does not, use as a result any remaining portion of such damage or reconstruction, as the Premises for the conduct of Tenant’s business from the Premises) is so damaged and the repairs thereto cannot reasonably determined by Landlord. Such abatement shall commence as of be completed within ninety (90) days after the date of such damage and end when restoration discovery of the Premises is Substantially Completed damage (as defined in Section 2.2 hereof) when such repairs are made without the payment of overtime or Tenant’s business is totally or partially resumed, whichever is earlierother premiums).

Insured Casualty. If any Improvements located upon the Real Property are destroyed or substantially damaged by a Casualty during the period following the exercise of the Option and prior to the Closing, and such damage is fully covered (except for a deductible or self-insured retention not exceeding Twenty-Five Thousand Dollars ($25,000)) by insurance carried by Seller (an "Insured Casualty"), and (a) In case the cost of damage to repairing or restoring the Premises by a risk insured against by Landlorddamaged Improvements (as agreed between Buyer and Seller or as determined under Section 14.1.4) ("Restoration Costs") shall exceed Four Million Dollars ($4,000,000) (the "Insured Casualty Threshold Amount"), Landlord, unless it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph by reason of the Casualty, the tenant under the Lease in favor of Omnicom shall have the right to terminate such Lease (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”"Lease Termination"), then either party may terminate this Lease in Buyer shall have the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision right to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease Agreement by giving Seller written notice of termination delivered within ten (10) business days following the date of receipt of Seller's notice of the occurrence of such destruction or damage (or if a longer period of time is reasonably required to Landlord determine whether a Casualty is an Insured Casualty, or to agree upon or determine Restoration Costs, within Tenant’s Notice Period five (5) business days after the amount of Restoration Costs has been determined and Buyer has received written confirmation, in a form reasonably satisfactory to Buyer, from Seller's insurance carrier or carriers that Seller's insurance will cover such damage). If this Agreement is so terminated, then neither party shall have any further rights or obligations hereunder (except with respect to those matters expressly stated to survive such termination), the Deposit including all Withdrawals, and all interest accrued or deemed to have accrued thereon, shall be conclusively construed as Tenant’s agreement for this Lease returned to continue; subjectBuyer within two (2) business days thereafter, and each party shall bear its own costs incurred hereunder. In all events, however, Seller shall be entitled to Landlord’s right retain the Option Payment. If Buyer does not elect to terminate this Agreement, or if damage to such Improvements occurs, the Restoration Costs of which are less than the Insured Casualty Threshold Amount and such Casualty shall not result in a Lease by written notice delivered Termination, Buyer shall remain obligated to Tenant within thirty (30) days after the expiration perform all of Tenant’s Notice Period. If neither party terminates its obligations under this Lease, then Landlord shall commence restorationAgreement, and Rent at Closing, Buyer shall xxxxx to receive a credit against the extent described Purchase Price in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined amount of any insurance proceeds collected and retained by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use Seller as a result of any such damage or reconstructiondestruction (other than proceeds of business interruption insurance), plus the amount of any applicable policy deductible (but reduced by the costs of any repairs performed by Seller with Buyer's approval, which approval shall not be unreasonably withheld), and Seller shall assign to Buyer all rights to such insurance proceeds (other than proceeds of business interruption insurance relating to periods prior to the Closing) as reasonably determined by Landlordshall not have been collected prior to the Closing. Such abatement Buyer shall commence as have the right to participate in any adjustment of the date of insurance claim in connection with any Casualty, whether or not such damage and end when restoration of the Premises Casualty is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlieran Insured Casualty.

Insured Casualty. (a) In case the event that the Premises are partially or totally destroyed by fire or any other peril covered by insurance maintained by Landlord, Tenant shall promptly notify Landlord of any damage to the Premises by resulting from fire or any other casualty; and Landlord shall, within a risk insured against by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall repair period of one hundred eighty (180) days after the Premises to substantially the condition which existed prior to occurrence of such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurreddestruction, but without obligation only to do so until the extent that proceeds of such insurance are received by Landlord has received confirmation from its insurance carrier for such purpose, commence reconstruction and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions restoration of the Premises which were initially provided at Landlord’s expense, and restoration of items within prosecute the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage same diligently to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein providedcompletion, in which event all Rent shall xxxxx and this Lease shall continue in full force and effect. In the event insurance proceeds are not sufficient to pay the cost of such reconstruction, or if the damage or destruction is caused by the acts or omissions of Tenant, its agents, employees or contractors, or if Landlord is restricted by any governmental authority, Landlord may elect to either terminate as this Lease or pay the cost of such reconstruction. Such reconstruction shall be only to the extent necessary to restore the Landlord's Work in the Premises. As Tenant is required to maintain the insurance set forth under Section 10.3(C) and receive the insurance proceeds thereof in the event the Premises are partially or totally destroyed by fire or any other peril, Tenant shall be obligated for the restoration of all of the date said damage occurreditems specified as Tenant's Work in the event of such reconstruction, as well as Tenant's other leasehold improvements, trade fixtures and other personal property on the Premises, and Tenant shall, prior to the commencement of construction, submit to Landlord, for Landlord's review and approval, which approval shall not be unreasonably withheld or delayed, all plans, specifications, and working drawings relating thereto, and Landlord shall approve the contractors, which approval shall not be unreasonably withheld or delayed, to perform such work. Tenant shall notify diligently prosecute said work to completion without delay or interruption, except for events beyond the reasonable control of Tenant, and so as to not to obstruct the business of Landlord or other tenants in writing the Project or interfere with the labor force working in the Project, with adequate provisions for the safety and convenience of its decision to terminate this Lease within thirty (30) days after delivery tenants of the Damage Estimate Project and to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subjectcontrol dust, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restorationnoise, and Rent shall xxxxx to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result other effects of such damage or reconstruction, as reasonably determined by Landlordwork using methods commonly utilized to control such effects associated with construction centers. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier.Air Cargo Lease A-Mark 2014 - 22 -

Insured Casualty. (a) a. In case of damage to the Premises by a risk insured against by Landlordpursuant to Section 12 hereof and self insurance, Landlord, unless it shall otherwise elect as hereinafter provided, Landlord shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its the insurance carrier and all mortgagees holding mortgages on the Building Premises that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restorationIf Landlord does not receive confirmation from the insurance carrier and any self insurance and any mortgagee and Landlord does not voluntarily repair the Premises, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligationthen Landlord or Tenant may terminate this Lease. (b) Notwithstanding subparagraph (a) above, if b. If damage to the Premises exceeds fifty percent (reduces usable space to less than 50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx axxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant occurrence (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Periodoccurrence. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier.

Insured Casualty. (a) In case 14.2.1 If the Leased Property and/or any Capital Additions of damage to the Premises by a Facility are damaged or destroyed from a risk insured against covered by Landlordinsurance carried by Lessee such that such Facility thereby is rendered Unsuitable for its Primary Intended Use, Landlord, unless it Lessee shall otherwise elect as hereinafter provided, shall repair the Premises either (i) restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property of such Facility from Lessor for a purchase price equal to the greater of (y) the Minimum Repurchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to such damage or destruction. If Lessor does not accept Lessee’s offer to so purchase the Leased Property of such Facility, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction or terminate this Lease with respect to such Facility in which event Lessor shall be entitled to retain the insurance proceeds. 14.2.2 If the Leased Property and/or any Capital Additions of a Facility are damaged from a risk covered by insurance carried by Lessee, but such Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage. Such damage shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to restore and operate such Facility for its Primary Intended Use, Lessee may offer to purchase the Leased Property of such Facility for a purchase price equal to the greater of the Minimum Repurchase Price of such Facility or the Fair Market Value of such Facility immediately prior to such damage. If Lessee shall make such offer and Lessor does not accept the same, with reasonable dispatch after receiving from Tenant written notice that Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage has occurredor destruction, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein providedwith respect to such Facility, in which event all Rent Lessor shall xxxxx be entitled to retain the insurance proceeds. 14.2.3 If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance required to be carried hereunder, Lessee shall contribute any excess amounts needed to restore such Facility. Such difference shall be paid by Lessee to Lessor together with any other insurance proceeds, for application to the cost of repair and restoration. 14.2.4 If Lessor accepts Lessee’s offer to purchase the Leased Property of a Facility, this Lease shall terminate as to such Facility upon payment of the date said damage occurred. Tenant purchase price and Lessor shall notify Landlord in writing of its decision remit to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx Lessee all insurance proceeds pertaining to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result Leased Property of such damage or reconstruction, as reasonably determined Facility then held by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlierLessor.

Insured Casualty. (a) In case of damage to the Premises by a risk insured against by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s 's restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s 's expense, and restoration of items within the Premises which were not provided provide at Landlord’s 's expense shall be Tenant’s 's obligation. (b) Notwithstanding subparagraph (a) above, if If damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s 's insurer (the “"Damage Estimate”"), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“"Tenant’s 's Notice Period”"). Tenant’s 's failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s 's Notice Period shall be conclusively construed as Tenant’s 's agreement for this Lease to continue; subject, howeverhowever , to Landlord’s 's right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s 's Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by LandlordLandlord and Tenant, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s 's business is totally or partially resumed, whichever is earlier.

Insured Casualty. (a) In case of damage to If the Premises are damaged by a risk insured against fire or other perils covered by Landlord's fire and extended coverage insurance, then within 45 days after the insurer's and Landlord's written approval of the insurer's proposed insurance payment, unless it Landlord shall otherwise elect as hereinafter providedcommence repair, shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier reconstruction and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions restoration of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to diligently complete such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein providedrepairs, in which event all Rent shall xxxxx and this Lease terminate as shall continue in full force and effect. Notwithstanding the foregoing, if there is partial or total destruction of the date said damage occurred. Premises during the last three (3) years of the Term, Landlord and Tenant shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of each have the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure option to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continuethe other given 30 days after such destruction; subjectprovided, however, to Tenant may negate Landlord’s right 's election to terminate this Lease under this paragraph by written notice delivered notifying Landlord in writing within 30 days thereafter that Tenant agrees to Tenant within thirty extend the term of the Lease for an additional five (305) days after years following the scheduled expiration of Tenant’s Notice Periodthe Term, on the same terms and conditions as would be in effect during the last year of the Term except that the initial Minimum Annual Rent for the first year of the extension term shall be the Fair Rental Value of the Premises, as determined in accordance with Paragraph 2 of the Addendum, and such Minimum Annual Rent shall increase three percent (3%) per year at the beginning of the second and each subsequent year of such extension term. If neither party terminates this LeaseTenant so elects, then Landlord shall commence restorationrepair, reconstruction and Rent shall xxxxx to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (and diligently complete same. During the period of reconstruction or repair by Landlord, Tenant shall have the right to operate its business from a trailer situated at a place in the Common Area to be designated by Landlord so long as defined such operation does not violate the terms of applicable law or the terms of any other lease of space in the Shopping Center. Notwithstanding anything to the contrary contained in Section 2.2 hereof22.2, the provisions of this Section 22.1 shall also apply in the event of a casualty due to earthquake if (a) Tenant maintains earthquake insurance for such risk and Landlord receives and approves the insurer's insurance payment, and (b) Landlord determines, in its reasonable discretion, that it is economically feasible for Landlord to repair or Tenant’s business is totally or partially resumed, whichever is earlierreconstruct the Shopping Center.

Insured Casualty. If (ai) In case of damage the Property or any part thereof is damaged by fire or other casualty prior to the Premises Closing Date, (ii) such casualty is insured pursuant to Seller's existing insurance coverage, and (iii) repair of such casualty would cost in excess of Two Hundred Fifty Thousand Dollars ($250,000) (as determined by a risk insured against an insurance adjuster selected by Landlordthe insurance carriers and acceptable to Seller and Buyer) or such casualty would entitle any Tenant to terminate its Lease, Landlord, unless it then Seller shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to give Buyer written notice of such damage, with reasonable dispatch after receiving from Tenant and Buyer may terminate this Agreement by written notice to Seller given within ten (10) business days following receipt of Seller's notice of such casualty, provided that damage has occurredthe Closing Date shall be extended, but without obligation if necessary, to do so until Landlord has received confirmation from its insurance carrier provide such full ten (10) business day period. In the event of such termination, the Deposit shall be delivered to Buyer, and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, this Agreement shall be of only those portions of the Premises which were initially provided at Landlord’s expenseno further force and effect and, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%except for Paragraph 4(B) of its fair market value prior this Agreement ("Surviving Obligations"), neither party shall thereafter have any further obligation under this Agreement. If Buyer does not elect to such damage, as terminate this Agreement or the cost of repair is determined by a reputable fire said adjuster or contractor selected by Landlord or Landlord’s insurer to be less than Two Hundred Fifty Thousand Dollars (the “Damage Estimate”$250,000), then either party may terminate this Lease the Closing shall take place as herein provided with no reduction in the manner herein providedPurchase Price, in which event and Seller shall assign and transfer to Buyer on the Closing Date, all Rent shall xxxxx of Seller's right, title and this Lease terminate as interest to the balance of the date said damage occurred. Tenant shall notify Landlord in writing insurance proceeds paid or payable to Seller on account of its decision to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period such fire or casualty and Buyer shall be conclusively construed as Tenant’s agreement for this Lease entitled to continue; subject, however, a credit against the Purchase Price in the amount of any deductible paid or payable by Seller with respect to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx to the extent described in Subsection (c) belowsuch claim. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier.

Insured Casualty. (a) In case 14.2.1 If the Leased Property and/or any Capital Additions of damage to the Premises by a Facility are damaged or destroyed from a risk insured against covered by Landlordinsurance carried by Lessee such that such Facility thereby is rendered Unsuitable for its Primary Intended Use, Landlord, unless it Lessee at is sole option shall otherwise elect as hereinafter provided, shall repair the Premises either (i) restore such Leased Property and such Capital Additions to substantially the same condition which as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property of such Facility from Lessor for a purchase price equal to the greater of (y) the Minimum Repurchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on or destruction (less the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value Fair Market Value immediately prior to such damage, damage or destruction of any Capital Additions constituting a new wing or new story that were paid for by Lessee). The purchase price will be increased by the amount of any Built-in Gains in a manner to make Lessor whole as determined a result of any Built-in Gains tax incurred by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (Lessor. If Lessee shall make such an offer and Lessor does not accept the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision to terminate this Lease same within thirty (30) days after delivery Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction or terminate the Lease with respect to such Facility, in which event Lessor shall be entitled to retain the Insurance Proceeds as well as any repair or restoration costs that exceed the Insurance Proceeds and are paid over by Lessee pursuant to Section 14.2.3 below and Minimum Rent hereunder shall be reduced by the amount of the Damage Estimate Allocated Minimum Rent for the Facility with respect to Tenant (“Tenant’s Notice Period”)which the Lease has terminated. 14.2.2 If the Leased Property and/or any Capital Additions of a Facility are damaged from a risk covered by insurance carried by Lessee, but such Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage. Tenant’s failure to Such damage shall not terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continueLease; subjectprovided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to Landlord’s right restore and operate such Facility for its Primary Intended Use, Lessee may offer to terminate this Lease by written notice delivered purchase the Leased Property of such Facility for a purchase price equal the greater of (y) the Minimum Repurchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of destruction (less the Fair Market Value immediately prior to such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as destruction of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) any Capital Additions constituting a new wing or Tenant’s business is totally or partially resumed, whichever is earlier.new story that were paid for by

Insured Casualty. (a) In case 14.2.1 If the Leased Property and/or any Capital Additions of damage to the Premises by any Facility are damaged or destroyed from a risk insured against covered by Landlordinsurance carried by Lessee such that such Facility thereby is rendered Unsuitable for its Primary Intended Use, Landlord, unless it Lessee shall otherwise elect as hereinafter provided, shall repair the Premises either (i) restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property of such Facility from Lessor for a purchase price equal to the greater of (y) the Minimum Purchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to such damage or destruction. If Lessor does not accept Lessee’s offer to so purchase the Leased Property of such Facility within 45 days after Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction or terminate the Lease with respect to such Facility in which event Lessor shall be entitled to retain the insurance proceeds payable on account of such casualty. 14.2.2 If the Leased Property and/or any Capital Additions of any Facility are damaged from a risk covered or required to be covered by insurance carried by Lessee, but such Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage. Such damage shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to restore and operate such Facility for its Primary Intended Use, Lessee may offer to purchase the Leased Property of such Facility for a purchase price equal to the greater of the Minimum Purchase Price of such Facility or the Fair Market Value of such Facility immediately prior to such damage. If Lessee shall make such offer and Lessor does not accept the same within 45 days after Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction, or terminate the Lease with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior respect to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein providedFacility, in which event all Rent Lessor shall xxxxx be entitled to retain the insurance proceeds. 14.2.3 If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance required to be carried hereunder, Lessee shall contribute any excess amounts needed to restore such Facility. Such difference shall be paid by Lessee to Lessor together with any other insurance proceeds, for application to the cost of repair and restoration. 14.2.4 If Lessor accepts Lessee’s offer to purchase the Leased Property of any Facility, this Lease shall terminate as to such Facility upon payment of the date said damage occurred. Tenant purchase price and Lessor shall notify Landlord in writing of its decision remit to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx Lessee all insurance proceeds pertaining to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result Leased Property of such damage or reconstructionFacility received by Lessor, as reasonably determined including any amounts applied by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenanta Facility Mortgagee to Lessor’s business is totally or partially resumed, whichever is earlierdebt.

Insured Casualty. (a) In case of damage to If the Premises are damaged by a risk insured against fire or any other ---------------- peril covered by insurance maintained or required to be maintained by Landlord, LandlordLandlord shall, unless it shall otherwise elect as hereinafter provided, shall repair within a period of) sixty (60) Days after the Premises to substantially the condition which existed prior to occurrence of such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred---------- destruction, but without obligation only to do so until the extent that proceeds of such insurance are available to Landlord has received confirmation from its insurance carrier for such purpose, commence reconstruction and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions restoration of the Premises and prosecute the same diligently to completion within one hundred eighty (180) Days after occurrence of such destruction, in which were initially provided at Landlord’s expenseevent this Lease shall continue in full force and effect. If the insurance proceeds are not sufficient to pay the cost of such reconstruction, or if the damage or destruction is due to the acts or omissions of Tenant, its agents, employees or contractors, or if Landlord is restricted by any governmental authority, Landlord may within sixty (60) days of such damage elect to either terminate this Lease or pay the cost of such reconstruction. Tenant shall be obligated to restore Tenant's leasehold improvements, trade fixtures and restoration of items within other personal property on the Premises which were not provided at unless the damage is caused by Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above. If, if damage due to the Premises exceeds fire or other casualty, more than fifty percent (50%) of the Building is damaged or destroyed, or a portion of the Building or Premises is damaged or destroyed such that it impairs access to the Premises or otherwise affects the usefulness of the Premises, Tenant shall give Landlord written notice within a reasonable time. If the damage or destruction caused by such casualty was not caused fully or in part by Tenant, or its fair market value prior to such damageagents employees and/or contractors, as determined by a reputable fire adjuster and will not be rebuilt or contractor selected repaired by Landlord or Landlord’s insurer completely within one hundred eighty (the “Damage Estimate”)180) Days from date of such casualty, then either party Tenant, at its option, may terminate this Lease in the manner herein provided, in which event on written notice to Landlord and all Monthly Rent and Additional Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence abated as of the date of such damage the casualty. Landlord shall not receive or be entitled to any Insurance proceeds for Leasehold Improvements, which were paid for and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or installed by Tenant’s business is totally or partially resumed, whichever is earlier.

Insured Casualty. (a) In case If the premises or the Building of damage which the ---------------- premises are a part are damaged by fire or other perils fully covered by extended coverage insurance, Landlord shall forthwith determine the amount of time after the issuance of any requisite permits required to complete the Premises by a risk insured against by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to of such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until . Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord Tenant in writing of its decision to terminate this Lease within thirty such determination (30"Landlord's Determination") days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration occurrence of Tenant’s Notice Periodsuch damage. If neither party terminates this LeaseLandlord reasonably determines that such repairs can Illegible ---------- Initials -16- be accomplished within one hundred eighty (180) days after the issuance of any requisite permits, Landlord shall forthwith repair the same. If Landlord reasonably determines that such repairs could not be accomplished within one hundred eighty (180) days after the issuance of any requisite permits or the Insurance proceeds received by Landlord are not sufficient to effect such repair, then Landlord shall commence restorationhave the option (i) to repair or restore such damage, this lease continuing in full force and Rent shall xxxxx effect, or (ii) give notice to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantableTenant, as reasonably determined by concurrently with Landlord's determination, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence terminating this lease as of the date specified in such notice, which dates shall be not less than thirty (30) days and no more than sixty (60) days after the giving of such damage notice. If Landlord gives such notice, this lease shall expire and end when restoration all interest of the Premises is Substantially Completed Tenant in the premises shall terminate on the date so specified in such notice and Tenant shall pay the rent, reduced by an amount proportionate to the extent, if any, to which such damage reduces Tenant's square footage of its premises up to the date of such termination. If Landlord elects to give such notice of Landlord's intent to cancel and terminate this lease, then Tenant shall have the right, within ten (10) days after the receipt of such notice, to give written notice to Landlord of Tenant's intention to repair such damage at Tenant's expense, without reimbursement from Landlord, in which event this lease shall continue in full force and effect, and Tenant shall proceed to make such repairs as defined in Section 2.2 hereofsoon as reasonably possible. If Tenant does not give such notice within such ten (10) day period, this lease shall be canceled and terminated as of the date and on the conditions set forth above, Landlord shall not repair damages to Tenant's fixtures or equipment, or Tenant Improvements made by Tenant’s business is totally . If -- Landlord determines that repairs cannot be accomplished within the one hundred ------------------------------------------------------------------------------ eighty (180) day period or partially resumedthe insurance proceeds are not sufficient to effect ------------------------------------------------------------------------------ such repair, whichever is earlier.Tenant shall have the right to terminate this lease within 30 days ------------------------------------------------------------------------------- of such determination by giving written notice to Landlord of such termination. ------------------------------------------------------------------------------

Insured Casualty. (a) In case of damage 12.1.1 If, prior to the Premises Close of Escrow, the Property is damaged or destroyed, whether by fire or other insured casualty, Seller shall promptly notify Buyer of such damage or destruction and of the good-faith estimate of a risk insured against reputable licensed contractor selected by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall Seller and reasonably approved by Buyer of the cost to repair the Premises damage and Seller's good-faith belief that such casualty is insured (the "Insured Casualty Notice"). If the Insured Casualty Notice indicates that such casualty is a Material Casualty, Buyer may elect to substantially be released from its obligations hereunder (including its obligation to purchase the condition which existed prior Property) by delivering to such damage, with reasonable dispatch after receiving from Tenant Seller written notice that damage has occurred, but without obligation of Buyer's intent to do so until Landlord has received confirmation from its insurance carrier and within ten (10) days after the date Buyer receives the Insured Casualty Notice. In such event, the Deposit together with all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, interest accrued thereon shall be of only those portions of promptly returned to Buyer. 12.1.2 If the Premises which were initially provided at Landlord’s expensecasualty is insured, and restoration of items within the Premises which were (i) it is not provided at Landlord’s expense shall be Tenant’s obligation. a Material Casualty, or (bii) Notwithstanding subparagraph (a) aboveit is a Material Casualty, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision but Buyer elects not to terminate this Lease Agreement in accordance with this Section 12.1, then the Escrow and this Agreement shall remain in full force and effect, the Closing shall occur on or before the Outside Closing Date, and Seller shall assign to Buyer, as a condition precedent to the Close of Escrow, all of Seller's right, title and interest in and to any of the casualty insurance proceeds or claims therefor with respect to such damage or destruction, together with any and all rental loss or business interruption insurance of Seller, if any, payable with respect to the Property for any period after the Proration Time and any and all claims against other persons for such damage or destruction. Additionally, if the Escrow and this Agreement remain in full force and effect, Seller shall pay to Buyer, by way of a reduction in the Cash Portion of the Closing Payment, an amount equal to the deductible under the casualty insurance. Within twelve (12) months following the Close of Escrow, Buyer shall upon thirty (30) days written notice by Seller, present reasonably satisfactory evidence to Seller that Buyer applied the proceeds of such insurance to the Property. If Buyer fails to present such evidence or such evidence is not reasonably satisfactory to Seller, Buyer shall promptly, but in any event within thirty (30) days after delivery of demand therefor from Seller, pay to Seller the proceeds of the Damage Estimate casualty insurance assigned by Seller to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed Buyer as Tenant’s agreement for this Lease to continue; subjectprovided herein, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx together with an amount equal to the extent described in Subsection (c) below. (c) If the damages are deductible under such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion insurance for which Buyer received a credit to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlierPurchase Price.

Insured Casualty. In the case of damage by fire or other perils covered by the insurance specified in Section 14.4. the following provisions shall apply: (a) In case Within a period of damage to sixty (60) days after all applicable permits have been obtained (which permits Landlord shall promptly apply for and diligently seek), Landlord shall commence such repair, reconstruction and restoration of the Premises by a risk insured against by as Landlord, Landlordin its reasonable business judgment, unless it deems necessary, and shall otherwise elect as hereinafter diligently prosecute the same to completion; provided, however, that Tenant, at its cost, shall repair and restore all items of Tenant’s Work and replace its stock in trade, trade fixtures, furniture, furnishings and equipment. Tenant shall commence this work promptly upon delivery of possession of the Premises to substantially the condition which existed prior Tenant and shall diligently prosecute same to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligationcompletion. (b) Notwithstanding subparagraph (a) abovethe foregoing, if damage to the Premises exceeds is totally destroyed, or if the Project is destroyed to an extent of at least fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate full replacement cost thereof as of the date said damage occurred. Tenant of destruction, then Landlord shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of have the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty ninety (3090) days following the date of such casualty. In addition, if the Premises or a portion of the Project Common Areas which materially and adversely affects operation of Tenant’s business from the Premises is damaged or destroyed during the Term and it is reasonably estimated that repair or restoration after such casualty which Landlord is obligated under the Lease to undertake will take more than two hundred seventy (270) days after the expiration issuance of the building permit for such work to complete, then Tenant shall have the right to terminate this Lease by written notice delivered to Landlord within twenty (20) days following Tenant’s receipt of written notice of such estimate. Further, if during the final year of the Term of this Lease, the Premises is damaged or destroyed by casualty materially affecting the operation of Tenant’s Notice Periodbusiness from the Premises and requiring more than ninety (90) days (or such lesser time as is then remaining in the Term) to repair, then either party shall have the right to terminate this Lease by delivery of written notice to the other party delivered within forty-five (45) days following such casualty. If neither party terminates this LeaseLease is terminated pursuant hereto, then Landlord shall commence restorationbe entitled to retain any insurance proceeds payable by reason of such destruction, and Rent shall xxxxx to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the except that portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or any award attributable to Tenant’s business is totally or partially resumed, whichever is earliertrade fixtures and equipment.

Insured Casualty. (a) In case If any Improvements located upon the Real Property are destroyed or substantially damaged by a Casualty during the period following the exercise of damage the Option and prior to the Premises by a risk insured against by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expenseClosing, and restoration such damage is fully covered (except for a deductible or self-insured retention not exceeding Twenty-Five Thousand Dollars ($25,000)) by insurance carried by Seller (an "Insured Casualty"), and the cost of items within repairing or restoring the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. damaged Improvements (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as agreed between Buyer and Seller or as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer under Section 14.1.4) ("Restoration Costs") shall exceed One Million Dollars ($1,000,000) (the “Damage Estimate”"Insured Casualty Threshold Amount"), then either party may terminate this Lease in Buyer shall have the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision right to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease Agreement by giving Seller written notice of termination delivered within ten (10) business days following the date of receipt of Seller's notice of the occurrence of such destruction or damage (or if a longer period of time is reasonably required to Landlord determine whether a Casualty is an Insured Casualty, or to agree upon or determine Restoration Costs, within Tenant’s Notice Period five (5) business days after the amount of Restoration Costs has been determined and Buyer has received written confirmation, in a form reasonably satisfactory to Buyer, from Seller's insurance carrier or carriers that Seller's insurance will cover such damage). If this Agreement is so terminated, then neither party shall have any further rights or obligations hereunder (except with respect to those matters expressly stated to survive such termination), the Deposit, and all interest accrued thereon, shall be conclusively construed as Tenant’s agreement for this Lease returned to continue; subjectBuyer within two (2) business days thereafter, and each party shall bear its own costs incurred hereunder. In all events, however, Seller shall be entitled to Landlord’s right retain the Option Payment. If Buyer does not elect to terminate this Lease by written notice delivered Agreement, or if damage to Tenant within thirty (30) days after such Improvements occurs, the expiration Restoration Costs of Tenant’s Notice Period. If neither party terminates which are less than the Insured Casualty Threshold Amount, Buyer shall remain obligated to perform all of its obligations under this Lease, then Landlord shall commence restorationAgreement, and Rent at Closing, Buyer shall xxxxx to receive a credit against the extent described Purchase Price in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined amount of any insurance proceeds collected and retained by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use Seller as a result of any such damage or reconstructiondestruction (other than proceeds of business interruption insurance), plus the amount of any applicable policy deductible (but reduced by the costs of any repairs performed by Seller with Buyer's approval, which approval shall not be unreasonably withheld), and Seller shall assign to Buyer all rights to such insurance proceeds (other than proceeds of business interruption insurance relating to periods prior to the Closing) as reasonably determined by Landlordshall not have been collected prior to the Closing. Such abatement Buyer shall commence as have the right to participate in any adjustment of the date of insurance claim in connection with any Casualty, whether or not such damage and end when restoration of the Premises Casualty is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlieran Insured Casualty.

Insured Casualty. (a) In case of damage 12.1.1 If, prior to the Premises Close of Escrow, the Property is damaged or destroyed, whether by fire or other insured casualty, Seller shall promptly notify Buyer of such damage or destruction and of the good-faith estimate of a risk insured against reputable licensed contractor selected by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall Seller and reasonably approved by Buyer of the cost to repair the Premises damage and Seller's good-faith belief that such casualty is insured (the "Insured Casualty Notice"). If the Insured Casualty Notice indicates that such casualty is a Material Casualty, Buyer may elect to substantially be released from its obligations hereunder (including its obligation to purchase the condition which existed prior Property) by delivering to such damage, with reasonable dispatch after receiving from Tenant Seller written notice that damage has occurred, but without obligation of Buyer's intent to do so until Landlord has received confirmation from its insurance carrier and within ten (10) days after the date Buyer receives the Insured Casualty Notice. In such event, the Deposit together with all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, interest accrued thereon shall be of only those portions of promptly returned to Buyer. 12.1.2 If the Premises which were initially provided at Landlord’s expensecasualty is insured, and restoration of items within the Premises which were (i) it is not provided at Landlord’s expense shall be Tenant’s obligation. a Material Casualty, or (bii) Notwithstanding subparagraph (a) aboveit is a Material Casualty, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision but Buyer elects not to terminate this Lease within Agreement in accordance with this SECTION 12.1, then the Escrow and this Agreement shall remain in full force and effect, the Closing shall occur on or before the Outside Closing Date, and Seller shall assign to Buyer, as a condition precedent to the Close of Escrow, all of Seller's right, title and interest in and to any of the casualty insurance proceeds or claims therefor with respect to such damage or destruction, together with any and all rental loss or business interruption insurance of Seller, if any, payable with respect to the Property for any period after the Proration Time and any and all claims against other persons for such damage or destruction. Additionally, if the Escrow and this Agreement remain in full force and effect, Seller shall pay to Buyer, by way of a reduction in the Cash Portion of the Closing Payment, an amount equal to the deductible under the casualty insurance. Within twelve (12) months following the Close of Escrow, Buyer shall upon thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice by Seller, present reasonably satisfactory evidence to Seller that Buyer applied the proceeds of termination delivered such insurance to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice PeriodProperty. If neither party terminates this LeaseBuyer fails to present such evidence or such evidence is not reasonably satisfactory to Seller, then Landlord Buyer shall commence restorationpromptly, and Rent shall xxxxx to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier.but

Insured Casualty. In the case of damage by fire or other perils covered by the insurance specified in Section 12.1, the following provisions shall apply: (a) In case of damage to the Premises by a risk insured against by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, howeverpromptness, shall be cause a general contractor to provide Landlord and Tenant a written estimate of only those the amount of time required using standard working methods to substantially complete the repair and restoration of the Premises and any other portions of the Premises which were initially provided at Landlord’s expenseRetail Project necessary, and restoration in Tenant's reasonable opinion, for the operation of items within Tenant's business in the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the "Completion Estimate"). If the Completion Estimate indicates that the Premises exceeds fifty percent or any such portion of the Retail Project cannot be made tenantable within two hundred ten (50%210) days following the date of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision to terminate this Lease within thirty (30) days after delivery of each have the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease Lease. In such case, the termination right shall be exercised by the terminating party giving written notice delivered to Tenant the other party within thirty (30) days after the expiration date of Tenant’s Notice Periodthe Completion Estimate. If neither party terminates the Lease is terminated pursuant to this LeaseSection 13.1(a), then Landlord shall be entitled to retain its own insurance proceeds payable by reason of such destruction. If the Lease is not terminated, then the provisions of Section 13.1(b) below shall apply. However, if Landlord fails to substantially complete the restoration of the Premises and any applicable portion of the Retail Project within the time period specified in the Completion Estimate, then Tenant shall again have the right to terminate this Lease upon written notice to Landlord made at any time following such failure but prior to substantial completion of the repairs. (b) Within a period of sixty (60) days after all applicable permits have been obtained (which permits Landlord shall promptly apply for and diligently seek), Landlord shall commence restorationsuch repair, reconstruction and restoration of the Premises to the condition existing prior to the casualty, and Rent shall xxxxx diligently prosecute the same to completion; provided, however, that Tenant, at its cost, shall repair and restore all items of Tenant's Work and replace its stock in trade, trade fixtures, furniture, furnishings and equipment. Tenant shall commence this work promptly upon delivery of possession of the Premises to Tenant and shall diligently prosecute same to completion; provided, however, in all events, Tenant shall re-open from the Premises for the use permitted pursuant to this Lease within one hundred fifty (150) days following the completion of Landlord's Work to the extent described in Subsection (c) belowPremises; provided further, however, Tenant shall not be obligated to open for business from the Premises until portions of the Project damaged by such casualty that are reasonably necessary for Tenant to conduct business from the Premises have been substantially completed. (c) If Notwithstanding anything contained in this Lease to the damages are such as to render contrary, if the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion is destroyed to the portion an extent of at least fifteen percent (15%) of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence then full replacement cost thereof as of the date of such damage and end when restoration destruction, then if the destruction occurs during the last two (2) years of the Premises Term (unless Tenant elects to exercise its extension option under this Lease), Landlord and Tenant shall each have the right to terminate this Lease. In such case, the termination right shall be exercised by the terminating party giving written notice to the other party within thirty (30) days after the date of destruction. If the Lease is Substantially Completed terminated pursuant to this Section 13.1(c), then Landlord shall be entitled to retain its own insurance proceeds payable by reason of such destruction. (d) Notwithstanding anything contained in this Lease to the contrary, if the Project is destroyed to an extent of at least twenty percent (20%) of the then full replacement cost thereof, or the Retail Project is destroyed to an extent of at least forty percent (40%) of the then full replacement cost thereof, as defined in of the date of destruction, then if the destruction occurs during the last three (3) years of the Term, Landlord and Tenant shall each have the right to terminate this Lease. In such case, the termination right shall be exercised by the terminating party by giving written notice to the other party within thirty (30) days after the date of destruction. If the Lease is terminated pursuant to this Section 2.2 hereof) or Tenant’s business is totally or partially resumed13.1(d), whichever is earlierthen Landlord shall be entitled to retain its own insurance proceeds payable by reason of such destruction.

Insured Casualty. (a) In case 14.2.1 If the Leased Property and/or any Capital Additions of damage to the Premises by a Facility are damaged or destroyed from a risk insured against covered by Landlordinsurance carried by Lessee such that such Facility thereby is rendered Unsuitable for its Primary Intended Use, Landlord, unless it Lessee shall otherwise elect as hereinafter provided, shall repair the Premises either (i) restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property of such Facility from Lessor for a purchase price equal to the greater of (y) the Minimum Repurchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to such damage or destruction. If Lessor does not accept Lessee's offer to so purchase the Leased Property of such Facility, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction or terminate the Lease with respect to such Facility in which event Lessor shall be entitled to retain the insurance proceeds. 14.2.2 If the Leased Property and/or any Capital Additions of a Facility are damaged from a risk covered by insurance carried by Lessee, but such Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage. Such damage shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to restore and operate such Facility for its Primary Intended Use, Lessee may offer to purchase the Leased Property of such Facility for a purchase price equal to the greater of the Minimum Repurchase Price of such Facility or the Fair Market Value of such Facility immediately prior to such damage. If Lessee shall make such offer and Lessor does not accept the same, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction, or terminate the Lease with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior respect to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein providedFacility, in which event all Rent Lessor shall xxxxx be entitled to retain the insurance proceeds. 14.2.3 If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance required to be carried hereunder, Lessee shall contribute any excess amounts needed to restore such Facility. Such difference shall be paid by Lessee to Lessor together with any other insurance proceeds, for application to the cost of repair and restoration. 14.2.4 If Lessor accepts Lessee's offer to purchase the Leased Property of a Facility, this Lease shall terminate as to such Facility upon payment of the date said damage occurred. Tenant purchase price and Lessor shall notify Landlord in writing of its decision remit to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx Lessee all insurance proceeds pertaining to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result Leased Property of such damage or reconstruction, as reasonably determined Facility then held by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlierLessor.

Insured Casualty. (a) In case of damage to 14.2.1 If the Premises by Leased Property is damaged or destroyed from a risk insured against covered by Landlordinsurance carried by Lessee such that the Facility thereby is rendered Unsuitable for its Primary Intended Use, Landlord, unless it Lessee shall otherwise elect as hereinafter provided, shall repair either (i) restore the Premises Leased Property to substantially the same condition as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property from Lessor for a purchase price equal to the greater of (y) the Minimum Repurchase Price or (z) the Fair Market Value immediately prior to such damage or destruction. If Lessor does not accept Lessee's offer to so purchase the Leased Property, Lessee may either withdraw such offer and proceed to restore the Leased Property to substantially the same condition as existed immediately before such damage or destruction or terminate the Lease in which event Lessor shall be entitled to retain the insurance proceeds. 14.2.2 If the Leased Property is damaged from a risk covered by insurance carried by Lessee, but the Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Leased Property to substantially the same condition as existed immediately before such damage. Such damage shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to restore and operate the Facility for its Primary Intended Use, Lessee may offer to purchase the Leased Property for a purchase price equal to the greater of the Minimum Repurchase Price or the Fair Market Value immediately prior to such damage. If Lessee shall make such offer and Lessor does not accept the same, with reasonable dispatch after receiving from Tenant written notice that Lessee may either withdraw such offer and proceed to restore the Leased Property to substantially the same condition as existed immediately before such damage has occurredor destruction, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on or terminate the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein providedLease, in which event all Rent Lessor shall xxxxx be entitled to retain the insurance proceeds. 31 14.2.3 If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance required to be carried hereunder, Lessee shall contribute any excess amounts needed to restore the Facility. Such difference shall be paid by Lessee to Lessor together with any other insurance proceeds, for application to the cost of repair and restoration. 14.2.4 If Lessor accepts Lessee's offer to purchase the Leased Property, this Lease shall terminate as to the Leased Property upon payment of the date said damage occurred. Tenant purchase price and Lessor shall notify Landlord in writing of its decision remit to terminate this Lease within thirty (30) days after delivery of Lessee all insurance proceeds pertaining to the Damage Estimate Leased Property, including insurance proceeds pertaining to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this LeaseCapital Additions and Lessee's Personal Property, then Landlord shall commence restoration, and Rent shall xxxxx to the extent described in Subsection (c) belowheld by Lessor. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably determined by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlier.

Insured Casualty. (a) In case of damage the event the Demised Premises are damaged by fire or other casualty covered by the property insurance carried by Landlord and the property insurance carried or required by this Lease to be carried by Tenant, this Lease shall remain in full force and effect, subject to the Premises by a risk insured against by Landlord, Landlord, unless it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision rights to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restorationherein provided, and Rent shall xxxxx the Minimum Annual Rental and, to the extent described in Subsection (c) below. (c) If reimbursed to Landlord from the damages are such as proceeds of insurance from time to render time carried by Landlord pursuant to Section 9.06, the Premises untenantable, as reasonably determined by Landlord, Rent Additional Rental payable hereunder shall xxxxx be abated in proportion to the Floor Area of the Demised Premises rendered untenantable by the casualty from the date of the casualty until Tenant is required by this Lease to reopen the damaged portion of the Demised Premises affected for business. If the Demised Premises are so damaged and this Lease is not terminated, Landlord shall restore the Landlord's Work specified in Exhibit "C," and Landlord may elect, with respect to the Tenant's Work specified in Exhibit "C," either to restore such work or to require Tenant to restore the same, except that in no event shall Landlord be required to repair or replace Tenant's trade fixtures, furnishings, inventory or other personal property. If Landlord elects to restore Tenaxx'x Xork, Tenant shall direct its insurer to pay to Landlord the proceeds payable under Tenant's insurance policies with respect to Tenant's Work and shall pay to Landlord, within ten (10) days after Landlord's written request, the amount of any deficiency between such proceeds and the amount anticipated to be expended or actually expended by such damage or Landlord in restoring Tenant's Work. If Landlord elects to require Tenant to restore Tenant's Work, Tenant shall at its sole cost and expense, within sixty (60) days following the casualty or, if any of which Landlord's Work was damaged by the casualty, within sixty (60) days after Landlord's Work is sufficiently completed to permit Tenant has been deprived use as a result of such damage or reconstructionto commence Tenant's Work, as reasonably determined by Landlord. Such abatement commence and diligently pursue completion Tenant's Work in accordance with Exhibit "C." Tenant shall commence as reopen the entirety of the date of such damage and end when restoration Demised Premises for business upon completion of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlierrestoration thereof.

Insured Casualty. If any Improvements located upon the Real Property are destroyed or substantially damaged by a Casualty during the period following the exercise of the Option and prior to the Closing, and such damage is fully covered (except for a deductible or self-insured retention not exceeding Twenty-Five Thousand Dollars ($25,000)) by insurance carried by Seller (an "Insured Casualty"), and (a) In case the cost of damage to repairing or restoring the Premises by a risk insured against by Landlorddamaged Improvements (as agreed between Buyer and Seller or as determined under Section 14.1.4) ("Restoration Costs") shall exceed One Million Dollars ($1,000,000) (the "Insured Casualty Threshold Amount"), Landlord, unless it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph by reason of the Casualty, the tenant under the Lease in favor of Omnicom Group, Inc.. shall have the right to terminate such Lease (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”"Lease Termination"), then either party may terminate this Lease in Buyer shall have the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision right to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease Agreement by giving Seller written notice of termination delivered within ten (10) business days following the date of receipt of Seller's notice of the occurrence of such destruction or damage (or if a longer period of time is reasonably required to Landlord determine whether a Casualty is an Insured Casualty, or to agree upon or determine Restoration Costs, within Tenant’s Notice Period five (5) business days after the amount of Restoration Costs has been determined and Buyer has received written confirmation, in a form reasonably satisfactory to Buyer, from Seller's insurance carrier or carriers that Seller's insurance will cover such damage). If this Agreement is so terminated, then neither party shall have any further rights or obligations hereunder (except with respect to those matters expressly stated to survive such termination), the Deposit, and all interest accrued thereon, shall be conclusively construed as Tenant’s agreement for this Lease returned to continue; subjectBuyer within two (2) business days thereafter, and each party shall bear its own costs incurred hereunder. In all events, however, Seller shall be entitled to Landlord’s right retain the Option Payment. If Buyer does not elect to terminate this Agreement, or if damage to such Improvements occurs, the Restoration Costs of which are less than the Insured Casualty Threshold Amount and such Casualty shall not result in a Lease by written notice delivered Termination, Buyer shall remain obligated to Tenant within thirty (30) days after the expiration perform all of Tenant’s Notice Period. If neither party terminates its obligations under this Lease, then Landlord shall commence restorationAgreement, and Rent at Closing, Buyer shall xxxxx to receive a credit against the extent described Purchase Price in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined amount of any insurance proceeds collected and retained by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use Seller as a result of any such damage or reconstructiondestruction (other than proceeds of business interruption insurance), plus the amount of any applicable policy deductible (but reduced by the costs of any repairs performed by Seller with Buyer's approval, which approval shall not be unreasonably withheld), and Seller shall assign to Buyer all rights to such insurance proceeds (other than proceeds of business interruption insurance relating to periods prior to the Closing) as reasonably determined by Landlordshall not have been collected prior to the Closing. Such abatement Buyer shall commence as have the right to participate in any adjustment of the date of insurance claim in connection with any Casualty, whether or not such damage and end when restoration of the Premises Casualty is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlieran Insured Casualty.

Insured Casualty. (a) In case 14.2.1 If the Leased Property and/or any Capital Additions of damage to the Premises by a Facility are damaged or destroyed from a risk insured against covered by Landlordinsurance carried by Lessee such that such Facility thereby is rendered Unsuitable for its Primary Intended Use, Landlord, unless it Lessee at is sole option shall otherwise elect as hereinafter provided, shall repair the Premises either (i) restore such Leased Property and such Capital Additions to substantially the same condition which as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property of such Facility from Lessor for a purchase price equal to the greater of (y) the Minimum Repurchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on or destruction (less the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value Fair Market Value immediately prior to such damage, damage or destruction of any Capital Additions constituting a new wing or new story that were paid for by Lessee). The purchase price will be increased by the amount of any Built-in Gains in a manner to make Lessor whole as determined a result of any Built-in Gains tax incurred by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (Lessor. If Lessee shall make such an offer and Lessor does not accept the “Damage Estimate”), then either party may terminate this Lease in the manner herein provided, in which event all Rent shall xxxxx and this Lease terminate as of the date said damage occurred. Tenant shall notify Landlord in writing of its decision to terminate this Lease same within thirty (30) days after delivery Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction or terminate the Lease with respect to such Facility, in which event Lessor shall be entitled to retain the Insurance Proceeds as well as any repair or restoration costs that exceed the Insurance Proceeds and are paid over by Lessee pursuant to Section 14.2.3 below and Minimum Rent hereunder shall be reduced by the amount of the Damage Estimate Allocated Minimum Rent for the Facility with respect to Tenant (“Tenant’s Notice Period”)which the Lease has terminated. 14.2.2 If the Leased Property and/or any Capital Additions of a Facility are damaged from a risk covered by insurance carried by Lessee, but such Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage. Tenant’s failure to Such damage shall not terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continueLease; subjectprovided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to Landlord’s right restore and operate such Facility for its Primary Intended Use, Lessee may offer to terminate this Lease purchase the Leased Property of such Facility for a purchase price equal the greater of (y) the Minimum Repurchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to such damage or destruction (less the Fair Market Value immediately prior to such damage or destruction of any Capital Additions constituting a new wing or new story that were paid for by written notice delivered Lessee). The purchase price will be increased by the amount of any Built-in Gains in a manner to Tenant make Lessor whole as a result of any Built-in Gains tax incurred by Lessor. If Lessee shall make such offer and Lessor does not accept the same within thirty (30) days after Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the expiration Leased Property of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx such Facility to substantially the extent described in Subsection (c) below. (c) If the damages are such same condition as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by existed immediately before such damage or destruction, or terminate the Lease with respect to such Facility, in which event Lessor shall be entitled to retain the Insurance Proceeds and Minimum Rent hereunder shall be reduced by the amount of the Allocated Minimum Rent for the Facility with respect to which Tenant the Lease has been deprived use terminated. 14.2.3 If a casualty results in Insurance Proceeds in excess of the Proceeds Threshold and the cost of the repair or restoration exceeds the amount of Insurance Proceeds received by Lessor from the insurance required to be carried hereunder, Lessee shall contribute any excess amounts needed to restore such Facility. Such difference shall be paid by Lessee to Lessor together with any other Insurance Proceeds (unless the same are not required to be paid to Lessor pursuant to Section 14.1 regarding the Proceeds Threshold), for application to the cost of repair and restoration. 14.2.4 If Lessor accepts Lessee’s offer to purchase the Leased Property of a Facility, this Lease shall terminate as a result to such Facility upon payment of the purchase price and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property of such damage or reconstruction, as reasonably determined Facility then held by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenant’s business is totally or partially resumed, whichever is earlierLessor.

Insured Casualty. (a) In case 14.2.1 If the Leased Property and/or any Capital Additions of damage to the Premises by any Facility are damaged or destroyed from a risk insured against covered by Landlordinsurance carried by Lessee such that such Facility thereby is rendered Unsuitable for its Primary Intended Use, Landlord, unless it Lessee shall otherwise elect as hereinafter provided, shall repair the Premises either (i) restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property of such Facility from Lessor for a purchase price equal to the greater of (y) the Minimum Purchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to such damage or destruction. If Lessor does not accept Lessee’s offer to sopurchase the Leased Property of such Facility within 45 days after Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction or terminate the Lease with respect to such Facility in which event Lessor shall be entitled to retain the insurance proceeds payable on account of such casualty. 14.2.2 If the Leased Property and/or any Capital Additions of any Facility are damaged from a risk covered or required to be covered by insurance carried by Lessee, but such Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage. Such damage shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to restore and operate such Facility for its Primary Intended Use, Lessee may offer to purchase the Leased Property of such Facility for a purchase price equal to the greater of the Minimum Purchase Price of such Facility or the Fair Market Value of such Facility immediately prior to such damage. If Lessee shall make such offer and Lessor does not accept the same within 45 days after Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction, or terminate the Lease with reasonable dispatch after receiving from Tenant written notice that damage has occurred, but without obligation to do so until Landlord has received confirmation from its insurance carrier and all mortgagees holding mortgages on the Building that adequate insurance proceeds will be available for repair or reconstruction. Landlord’s restoration, however, shall be of only those portions of the Premises which were initially provided at Landlord’s expense, and restoration of items within the Premises which were not provided at Landlord’s expense shall be Tenant’s obligation. (b) Notwithstanding subparagraph (a) above, if damage to the Premises exceeds fifty percent (50%) of its fair market value prior respect to such damage, as determined by a reputable fire adjuster or contractor selected by Landlord or Landlord’s insurer (the “Damage Estimate”), then either party may terminate this Lease in the manner herein providedFacility, in which event all Rent Lessor shall xxxxx be entitled to retain the insurance proceeds. 14.2.3 If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance required to be carried hereunder, Lessee shall contribute any excess amounts needed to restore such Facility. Such difference shall be paid by Lessee to Lessor together with any other insurance proceeds, for application to the cost of repair and restoration. 14.2.4 If Lessor accepts Lessee’s offer to purchase the Leased Property of any Facility, this Lease shall terminate as to such Facility upon payment of the date said damage occurred. Tenant purchase price and Lessor shall notify Landlord in writing of its decision remit to terminate this Lease within thirty (30) days after delivery of the Damage Estimate to Tenant (“Tenant’s Notice Period”). Tenant’s failure to terminate this Lease by written notice of termination delivered to Landlord within Tenant’s Notice Period shall be conclusively construed as Tenant’s agreement for this Lease to continue; subject, however, to Landlord’s right to terminate this Lease by written notice delivered to Tenant within thirty (30) days after the expiration of Tenant’s Notice Period. If neither party terminates this Lease, then Landlord shall commence restoration, and Rent shall xxxxx Lessee all insurance proceeds pertaining to the extent described in Subsection (c) below. (c) If the damages are such as to render the Premises untenantable, as reasonably determined by Landlord, Rent shall xxxxx in proportion to the portion of the Premises affected by such damage or of which Tenant has been deprived use as a result Leased Property of such damage or reconstructionFacility received by Lessor, as reasonably determined including any amounts applied by Landlord. Such abatement shall commence as of the date of such damage and end when restoration of the Premises is Substantially Completed (as defined in Section 2.2 hereof) or Tenanta Facility Mortgagee to Lessor’s business is totally or partially resumed, whichever is earlierdebt.