Common use of DAMAGE OR DESTRUCTION OF PREMISES Clause in Contracts

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a casualty, or taken by any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. 12.01.01 If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the last paragraph of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable statutes, building codes, zoning ordinances and regulations of any governmental authority, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building and any ground lessor) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work Improvements but excluding any other Tenant Work, which Tenant shall promptly commence, and proceed with diligence, to restore), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or at the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered are less than the deductible amount in Landlord’s insurance policy. All repairs to and replacements of Tenant Property and any Tenant Work shall be made by and at the expense of Tenant. The cost of any repairs performed under this Section by Landlord which pursuant to this Section are to be at Tenant’s expense (including costs of design fees, financing, and charges for administration, overhead and construction management services by Landlord and Landlord’s contractor) shall constitute Additional Rent hereunder. If the Premises or any part thereof shall have been rendered unfit for use and occupation hereunder by reason of such damage, the Base Rent or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated until the Premises (except as to Tenant Property, and any Tenant Work) shall have been restored as nearly as practicable to the condition in which they were immediately prior to such fire or other casualty, and that if and to the extent Landlord shall be unable to collect the insurance proceeds available therefor (including rent insurance proceeds) applicable to such damage because of some action or inaction on the payment part of Tenant, or the employees, licensees or invitees of Tenant, the cost of repairing such damage shall be paid by Tenant and there shall be no abatement of any applicable deductible amount)rent. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeuregovernment regulation, casualties, and strikes, unavailability of labor and materials, delays in obtaining insurance proceeds, and other causes beyond the reasonable control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building or any part thereof shall be Premises are damaged or destroyed by fire or other casualty, but are not rendered untenantable for Tenant’s business, Landlord shall cause such damage to be repaired without unreasonable delay and the Annual Rental shall not xxxxx. If by reason of such casualty the Premises are rendered untenantable for Tenant’s business, either in whole or in part, Landlord shall cause the damage to the physical structure of the Building (excluding any tenant improvements or alterations therein) to be repaired or replaced without unreasonable delay, and, in the interim, the Annual Rental shall be proportionately reduced as to such portion of the Premises as is rendered untenantable. Any such abatement of rent shall not, however, create an extension of the Term. Provided, however, if by reason of such casualty, the Premises are rendered untenantable in some material portion, and Landlord, in its commercially reasonable estimation, determines (within 60 days after the date of said casualty) that the amount of time required to repair the damage using due diligence is in excess of two hundred ten (210) days, Landlord shall provide Tenant written notice within ten (10) days of such estimation by Landlord, whereupon either party shall have the right to terminate this Lease by giving written notice of termination within thirty (30) days after the date of said notice from Landlord, and the Annual Rental shall (i) xxxxx as of the date of such casualty in proportion to the part of the Premises rendered untenantable, and (ii) xxxxx entirely as of the effective date of the termination of this Lease. Notwithstanding the other provisions of this paragraph, in the event there should be a “casualty”)casualty loss to the Premises to the extent of fifty percent (50%) or more of the replacement value of the Premises or which renders the Premises untenantable for the conduct of Tenant’s business operations during the last Lease Year of the Term, or ordered to be demolished any extended term, as determined by Landlord in the action of any public authority in consequence of a casualty, or taken by any exercise of the right its reasonable discretion and upon written notice to Tenant within thirty (30) days of eminent domainsuch casualty,, Tenant shall immediately give notice thereof to Landlord. Unless either party may, at its option, terminate this Lease is terminated by giving written notice to the other party within thirty (30) days after the date of the casualty and the Annual Rental shall xxxxx as of the effective date of said termination. Except as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (have no obligation to rebuild or repair in case of fire or other casualty, and no termination under this paragraph shall cause affect any rights of Landlord or Tenant hereunder arising from the Primary Board to proceed) with diligence to repair prior defaults of the other party. Tenant shall give Landlord immediate notice of any fire or cause to be repaired such damage so as to restore other casualty in the Premises. Notwithstanding the foregoing, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither no event shall Landlord nor the Primary Board shall be required to expend more funds in such connection with the repair or rebuilding more restoration of the Premises than the amount received by Landlord from the proceeds of any insurance or award of damagesmaintained by Landlord, provided, however, if anyLandlord does not have sufficient proceeds to rebuild and elects not to fund any such deficiency, recovered or recoverable Landlord shall provide Tenant with respect written notice of Landlord’s inability to rebuild the Premises in accordance with the terms herein (such damage, destruction or taking notice to be provided within sixty (plus, in 60) days after the case date of said casualty, and in such event, Tenant shall have the amount right to terminate this Lease by written notice to Landlord within ten (10) days after Tenant’s receipt of any insurance deductibles (which said notice from Landlord and such termination shall be deemed Operating Costs)), less Landlord’s (or effective as of the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time date of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completioncasualty loss.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit Premises or the Building are damaged in whole or in part by any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a casualty, or taken by any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease Landlord, at its own expense (but only to the extent of the insurance proceeds (net of all costs and expenses incurred in obtaining same) received by Landlord on account thereof), except for any insurance deductibles (which shall remain in full force and effect and Landlord be deemed Operating Costs), shall proceed (or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof Premises (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable ) to substantially the same condition they were in immediately prior to such damage, destruction or takingthe casualty, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destructionRequirements. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeuregovernment regulation, casualties, strikes, unavailability of labor and materials, delays in obtaining insurance proceeds (provided Landlord files insurance claims with reasonable diligence), and other causes beyond the reasonable control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion. Landlord shall, within sixty (60) days after the occurrence of a casualty, provide Tenant with a good faith estimate of the time required to repair the damage to the Premises or the Building, as provided herein; if such estimate is for a period of more than two hundred seventy (270) days from the occurrence of the casualty (or during the last twenty-four (24) months of the Term, for a period of more than ninety (90) days), the Premises shall be deemed “substantially damaged”. If the Premises or the Building are substantially damaged, or if any mortgagee refuses to make available to Landlord for the purpose of making such repairs a sufficient amount of the insurance proceeds, then in either such case Landlord may elect to terminate this Lease by giving Tenant written notice of such termination within one hundred twenty (120) days of the date of such casualty. In addition, if the Premises or the Building are substantially damaged through no fault of Tenant or Tenant’s employees, contractors, invitees or agents, then Tenant may terminate this Lease by giving Landlord written notice of such termination within one hundred twenty (120) days of the date of such casualty. If the Premises or any part thereof shall have been rendered unfit for use and occupation hereunder by reason of such damage, the Base Rent, or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated from and after the date of such casualty until the Premises (except as to Tenant Property and any Tenant Work other than the Initial Tenant Work) shall have been restored as nearly as practicable to the condition in which they were immediately prior to such fire or other casualty. Notwithstanding the foregoing, if such casualty was due to the act or omission of Tenant or Tenant’s employees, contractors, invitees or agents, such abatement or reduction shall be made only if and to the extent of any proceeds of rental interruption insurance actually received by Landlord and allocated to the Premises. In the event of any termination, the Term shall expire as though such effective termination date were the date originally stipulated in Article 1 for the end of the Term and the Base Rent (to the extent not abated as set forth above) and Additional Rent for Operating Costs shall be apportioned as of such date.

DAMAGE OR DESTRUCTION OF PREMISES. (a) If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the last paragraph of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable statutes, building codes, zoning ordinances and regulations of any governmental authority, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building and any ground lessor) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the other than any Initial Tenant Work but excluding any other Improvements not deemed to be fixtures covered by Landlord’s property insurance and Tenant Work, which Tenant shall promptly commence, and proceed with diligence, to restore), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or at the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is are less than the deductible amount in Landlord’s insurance policy. All repairs to and replacements of Tenant Property not deemed to be fixtures covered by Landlord’s property insurance and any Initial Tenant Improvements and Tenant Work shall be made by and at the expense of Tenant. The cost of any repairs performed under this Section by Landlord at Tenant’s request and at Tenant’s expense (including costs of design fees, financing, and charges for administration, overhead and construction management services by Landlord and Landlord’s contractor) shall constitute Additional Rent hereunder. If the Premises or any part thereof shall have been rendered unfit for use and occupation hereunder by reason of such damage, the Base Rent or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated until the Premises (except as to Tenant Property, Initial Tenant Improvements not deemed to be fixtures covered by Landlord’s property insurance and any Tenant Work) shall have been restored as nearly as practicable to the condition in which they were immediately prior to such fire or other casualty; and that if and to the extent Landlord shall be unable to collect the insurance proceeds available therefor (including rent insurance proceeds) applicable to such damage because of some action or inaction on the payment part of Tenant, or the employees, licensees or invitees of Tenant, the cost of repairing such damage shall be paid by Tenant and there shall be no abatement of any applicable deductible amount)rent. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeuregovernment regulation, casualties, and strikes, unavailability of labor and materials, delays in obtaining insurance proceeds, and other causes beyond the reasonable control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs If the Premises or the Building are substantially damaged so as to prevent Tenant from using the Premises for the Permitted Use and replacements the Premises have not been restored to the condition required pursuant to the terms of this Lease within two hundred and seventy (270) days following said casualty (or if such casualty occurs during the last 18 months of the term, within ninety (90) days after the date of such casualty), then Tenant Property may terminate this Lease upon thirty (30) days written notice to Landlord unless Landlord shall substantially complete such repair and any Tenant Work other than the Initial Tenant Work restoration within such thirty (30) day period in which event Tenant’s termination shall be made by void and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completionno further force or effect.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building or any part thereof shall be is so damaged or destroyed by fire or other casualty that (i) substantial alteration or reconstruction of the Building shall be required or (ii) any mortgagee of Landlord requires that all or any portion of the insurance proceeds payable as a “casualty”)result of such casualty be applied to the payment of the underlying mortgage debt, then Landlord may, at its option, terminate this by notifying Tenant in writing of such termination within sixty (60) days after the date the casualty event occurs. If the Premises are damaged by fire or ordered other casualty but are not rendered untenantable for Tenant's business, either in whole or in part, and if Landlord does not terminate this Lease pursuant to the immediately preceding sentence, Landlord shall cause such damage to be demolished by repaired without unreasonable delay. In such event, all insurance proceeds shall be made payable to Landlord and shall be used to repair or rebuild the action Premises in accordance with the standards set forth herein and not for any other purposes, without Tenant's prior written consent. Landlord shall be responsible for the payment in full of any public authority in consequence deductible. If by reason of a such casualty, the Premises are rendered untenantable for Tenant's business, either in whole or taken by any exercise in part, and Landlord does not terminate this Lease as provided in the first sentence above in this Xxxxxxxxx 00, Xxxxxxxx shall cause the damage to be repaired or replaced without unreasonable delay, and in the interim, the Annual Rental shall be equitably reduced as to such portion of the Premises as is rendered untenantable. Any such abatement of rent shall not, however, create an extension of the Lease Term. Provided, however, if by reason of such casualty, the Premises are rendered substantially untenantable, and Landlord fails to give Tenant reasonable assurances that the amount of time required to repair the damage, using due diligence, shall not exceed the earlier of (i) the expected completion date of the New Facility or (ii) sixty (60) days from the date the casualty event occurs, then either party shall have the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless terminate this Lease by giving written notice of termination within sixty (60) days after the date the casualty event occurs. Notwithstanding the other provisions of this Paragraph 14, in the event there is terminated a casualty loss to the Premises to the extent of fifty percent (50%) or more of the replacement value during the last Lease Year of the Lease Term, including any Lease Extension Term that has then been exercised by Tenant, either party may, at its option, terminate this Lease by giving written notice within sixty (60) days after the date the casualty event occurs; and, in such case, Annual Rental shall xxxxx as of the date of such notice. Except as provided herein, there shall be no obligation of Landlord to rebuild or repair in case of fire or other casualty, and no termination under this Lease Paragraph 14 shall remain affect any rights of Landlord or Tenant hereunder because of prior defaults of the other party. Tenant shall give Landlord prompt notice of any fire or other casualty in full force and effect and Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. If If, during the term of this Lease, the Premises, the Unit or the Building or any part thereof shall portion thereof, should be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a casualty, or taken by any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (repair, reconstruct or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, damaged or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), destroyed Premises so far as nearly as it is practicable to the Premises’ condition they were in immediately prior to such damagedamage or destruction, destruction or takingexcept as otherwise provided in this paragraph, and subject to then applicable Legal Requirements and Title Mattersany delay beyond Landlord’s control, including, but neither Landlord nor the Primary Board not limited to, delays due to adjustment of insurance claims, strikes and unavailability of required materials. Tenant shall be required have no interest in or claims to expend in such repair or rebuilding more than any portion of the proceeds of any fire or other casualty or extended protection insurance carried by Landlord hereunder. If the Premises should be damaged to an extent of twenty-five percent (25%) or award more of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount replacement costs of any insurance deductibles (which shall be deemed Operating Costs))single building constituting part or all of the Premises, less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case then either party hereto may be, but in the case of damage or destruction only elect to terminate this Lease by giving written notice to the extent Landlord was carrying other within sixty (60) days after the insurance required to be carried pursuant to this Lease at the time occurrence of such damage or destruction. All Tenant agrees at all times after such repairs made necessary damage or destruction to the Premises to continue the operation of its business therein to the extent reasonably practicable; provided, however, that during the period commencing on the date of this damage or destruction and ending with the completion of Landlord’s repair, reconstruction or restoration of the Premises, the monthly rental reserved under this Lease shall be proportionately abated in an amount equal to the proportion thereof, which the number of square feet in the Premises rendered unusable by the damage or destruction bears to the total number of square feet in the Premises immediately prior to such damage or destruction. Landlord shall have no interest in or claim to any negligent act portion of the proceeds of any insurance on Tenant’s personal property carried by Tenant or omission or any willful misconduct required on the part of Tenant to be maintained hereunder. Tenant and Landlord hereby mutually release and waive their entire right of recovery against the other party for any and all loss or damage to the improvements, all personal property of Tenant and any installations, betterment or improvements added to the building by Tenant where such loss is occasioned, caused or incurred by, or results from, fire, flood, windstorm, hail, explosion, riot attending strike, civil disorder, acts of terrorism, aircraft or vehicle collision, smoke, vandalism and all other perils which are insurable against, whether said loss occurred or was caused by the negligence of the Tenant or Landlord, their agents, servants, employees, sublessees or concessionaires, or otherwise. Landlord and Tenant each further warrant that insurance companies insuring Landlord or Tenant shall be made have no rights against the other, whether by Landlord (assignment, subrogation or the Primary Board) at Tenant’s expense otherwise. Willful misconduct lawfully attributable to either party shall, to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall said conduct contributes to loss or damage, not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completionexcused under this Paragraph.

DAMAGE OR DESTRUCTION OF PREMISES. If In the Premises, event of total or partial destruction of the Unit or the Building or any part thereof shall be damaged or destroyed Premises by fire or other casualty insured by Lessor, Lessor agrees to promptly restore and repair the Premises (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a casualty, or taken by any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately same level of finish as existed prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less LandlordLessee’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Boardoccupancy) at TenantLessor’s expense to the extent Lessor receives insurance proceeds therefor. Rent shall proportionately xxxxx during the time that the cost Premises or any part thereof are unusable by reason of such repairs is damage thereto. Except as provided herein, damage to or destruction of all or any portion of the Premises by fire or by any other cause shall not covered by terminate this Lease, nor entitle Lessee to surrender the Premises nor in any way affect Lessee’s obligation to pay the Rent and other sums payable hereunder. Lessor shall notify Lessee with ten (10) business days of an event causing a total or partial destruction of the Premises, (a) that its insurance proceeds available therefor will be sufficient for Lessor to fulfill its obligations to repair and restore the Premises (including to the payment by Tenant same level of any applicable deductible amount)finish as existed prior to Lessee’s occupancy) under this section; (b) if the insurance proceeds are not sufficient to repair or restore the Premises, whether Lessor intends to repair and restore the Premises; and (c) the time frame in which such repairs and restoration will be completed. Landlord shall If Lessor notifies Lessee that its insurance proceeds will not be liable sufficient to fulfill Lessor’s obligations to restore and repair the Premises and Lessor has elected not to repair or restore the Premises or that the time frame for delays in completion of the making of any repairs or restoration will exceed 90 days, Lessee shall have the option to: (a) terminate the Lease; or (b) make the repairs and restore the Premises. If Lessee elects to repair and restore the Premises, Lessor shall pay to Lessee all insurance proceeds received by the Lessor for such repairs that and restoration. If those proceeds are due insufficient to Force Majeurecover Lessee’s costs, nor shall Landlord Lessee will be liable for entitled to offset any inconvenience or annoyance to Tenant or injury to costs of the business of Tenant resulting from delays repairs and restoration until the costs are recovered in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than full by the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completionLessee.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the last paragraph of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable statutes, building codes, zoning ordinances and regulations of any governmental authority, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building and any ground lessor) with diligence to repair or cause to be repaired such damage (other than any Tenant Work, which Tenant shall promptly commence, and proceed with diligence, to restore at Tenant’s sole cost and expense). All repairs to and replacements of Tenant Property and any Tenant Work shall be made by and at the expense of Tenant. If the Premises or any part thereof shall have been rendered unfit for use and occupation hereunder by reason of such damage, the Base Rent and Additional Rent or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated until the Premises (except as to restore the Premises, the Building Tenant Property and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), ) shall have been restored as nearly as practicable to the condition in which they were in immediately prior to such damagefire or other casualty; provided, destruction or takinghowever, subject to then applicable Legal Requirements that if and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying shall be unable to collect the insurance required proceeds (including rent insurance proceeds) applicable to be carried such damage because of some action or inaction on the part of Tenant triggering Tenant’s duty to indemnify Landlord pursuant to the provisions of this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that Lease, the cost of repairing such repairs is not covered by insurance proceeds available therefor (including the payment damage shall be paid by Tenant and there shall be no abatement of any applicable deductible amount)rent. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeuregovernment regulation, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business casualties, and strikes, unavailability of Tenant resulting from labor and materials, delays in repairing such damage. All repairs to obtaining insurance proceeds, and replacements other causes beyond the reasonable control of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completionLandlord.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the last paragraph of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable Legal Requirements, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building and any ground lessor) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding other than any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither . In no event shall Landlord nor the Primary Board shall be required to expend in such repair or rebuilding responsible for contributing more than one hundred thousand dollars ($100,000.00) of any deductible or co-payment towards the proceeds completion of insurance or award such repairs unless (a) (i) Tenant and any mortgagee of damages, if any, recovered or recoverable with respect to such damage, destruction or taking the Property have agreed that Landlord may carry a larger deductible and (plus, in the case ii) Tenant pays its Pro Rata Share of casualty, the amount of any insurance deductibles such deductible or co-payment in excess of one hundred thousand dollars (which $100,000.00) (it being the intent that Tenant shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but share in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time payment of such damage increased deductible in consideration for any savings of Operating Expenses that would result) or destruction(b) Landlord is then maintaining a higher deductible in violation of the provisions of Section 7.04. All such repairs made necessary by any negligent act the negligence or omission or any willful misconduct of Tenant shall be made by Landlord (or at the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered are less than the deductible amount in Landlord’s insurance policy. The cost of any repairs performed under this Section by insurance proceeds available therefor Landlord at Tenant’s expense (including the payment costs of design fees, financing, and charges for administration, overhead and construction management services by Tenant of any applicable deductible amount). Landlord and Landlord’s contractor) shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damageconstitute Additional Rent hereunder. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work Tenant’s personal property shall be made by and at the expense of Tenant, which work and Tenant shall promptly commence as soon as practicable restore any Tenant Work, or, if the Lease has been terminated pursuant to the provisions of this Section 12.01, demolish and thereafter prosecute diligently remove any damaged Tenant Work prior to completion.surrendering the Premises (but in any event only to the extent of insurance proceeds received by Tenant or, if Tenant fails to carry any required insurance hereunder, the insurance proceeds that would have been received by Tenant if Tenant had been maintaining the required

DAMAGE OR DESTRUCTION OF PREMISES. If In the Premises, event that the Unit or the Building or any part thereof shall be Premises are damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a casualty, or taken by any exercise of the right of eminent domaincause, Tenant shall immediately give notice thereof to Landlordnotify Landlord immediately. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (If the Premises are damaged or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense destroyed to the extent that the cost premises are not habitable, as determined by the building inspector for the Town of Farmville, Tenant may immediately vacate the Premises and within seven (7) days thereafter give written notice to Landlord of Tenant's intent to terminate this Lease. In such a case, the Lease will terminate as of the date that Tenant vacates the Premises, and Landlord shall return any prepaid rent for the period after Tenant vacates the Premises, subject to any setoff for charges or damages Tenant owes to Landlord. In the event that the Premises are damaged to the extent that Tenant's enjoyment is somewhat impaired, though not substantially impaired, Landlord shall have a reasonable period during which it may repair the Premises. Landlord's duty to repair shall not arise until Tenant gives Landlord written notice of the damage to the Premises. If Landlord fails to repair the Premises within a reasonable period of time after receipt of such repairs is notice from Tenant, Tenant shall be entitled to a reduction in Rent for the period beginning after notice was given to Landlord and ending on the date Landlord completes the repair of such damage to the Premises. In the event that the Premises are damaged or destroyed due to the fault or negligence of Tenant, a member of Tenant's family or a guest of Tenant, Tenant shall not covered by insurance proceeds available therefor (including be entitled to terminate this Lease and shall remain liable for Rent for the payment by Term, unless Landlord elects to release Tenant of any applicable deductible amount)from such liability. Landlord shall not be liable for delays have the right to terminate this Lease in the making of any event that (a) the Premises are damaged or destroyed, and such repairs that are due to Force Majeuredamage or destruction renders the Premises unfit for habitation, nor shall Landlord be liable for any inconvenience or annoyance to Tenant (b) if such damage or injury to destruction is caused by the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense fault or negligence of Tenant, which work a member of Tenant's family, or a guest of Tenant. In any dispute concerning Tenant's right to terminate this Lease or receive Rent abatement under this Section, Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completionbear the burden of establishing that the condition of the Premises justifies such relief.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building or any part thereof shall be Premises are damaged or destroyed by fire or other casualty, but are not rendered untenantable for Tenant’s business, either in whole or in part, Landlord shall cause such damage to be repaired without unreasonable delay and the Annual Rental shall not xxxxx. If by reason of such casualty the Premises are rendered untenantable for Tenant’s business, either in whole or in part, Landlord shall cause the damage to the physical structure of the Building (a “excluding any tenant improvements or alterations therein) to be repaired or replaced without unreasonable delay, and, in the interim, the Annual Rental shall be proportionately reduced as to such portion of the Premises as is rendered untenantable. Any such abatement of rent shall not, however, create an extension of the Term. Provided, however, if by reason of such casualty”, the Premises are rendered untenantable in some material portion, and Landlord, in its reasonable estimation, determines that the amount of time required to repair the damage using due diligence is in excess of nine (9) months (as measured from the issuance of the applicable building permits necessary for the reconstruction of the Building), or ordered then either party shall have the right to be demolished terminate this Lease by giving written notice of termination within thirty (30) days after the action date of any public authority in consequence of a casualty, or taken by any exercise and the Annual Rental shall (i) xxxxx as of the right date of eminent domainsuch casualty in proportion to the part of the Premises rendered untenantable and (ii) xxxxx entirely as of the effective date of the termination of this Lease. Notwithstanding the other provisions of this Section, Tenant shall immediately give notice thereof in the event there should be a casualty loss to Landlord. Unless the Premises during the last Lease Year of the Term, Landlord may, at its option, terminate this Lease is terminated by giving written notice to Tenant within thirty (30) days after the date of the casualty and the Annual Rental shall xxxxx as of the date of such notice. Except as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (have no obligation to rebuild or repair in case of fire or other casualty, and no termination under this Section shall cause affect any rights of Landlord or Tenant hereunder arising from the Primary Board prior defaults of the other party. Tenant shall give Landlord immediate notice of any fire or other casualty in the Premises. Notwithstanding anything contained in this Section 13 to proceed) with diligence to repair or cause to the contrary, Landlord shall only be repaired such damage so as obligated to restore the Premises, Premises to a building standard condition unless Tenant makes available to Landlord proceeds from Tenant’s insurance sufficient to repair and restore the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable Premises to the condition they were in which it existed immediately prior to such damagecasualty, destruction or takingincluding those items in excess of building standard. In any event, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall not be required to expend in such repair or rebuilding more funds than the amount received by Landlord from the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of amounts received from Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. 12.01.01 If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise of the right of eminent domainthen, Tenant shall immediately give notice thereof subject to Landlord. Unless this Lease is terminated as provided hereinSubsection 12.01.2, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable statutes, building codes, zoning ordinances and regulations of any governmental authority, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building and any ground lessor) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the other than any Initial Tenant Work but excluding any other Improvements and Tenant Work), as nearly as practicable which Tenant shall promptly commence, and proceed with diligence, to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Mattersrestore, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord of insurance proceeds (plus commercially reasonable deductible(s)) so long as Tenant was carrying the insurance coverages required to be carried pursuant to in this Lease at the time of such damage or destructionLease). All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or at the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered are less than the deductible amount in Landlord’s insurance policy. All repairs to and replacements of Tenant Property and any Initial Tenant Improvements and Tenant Work shall be made by insurance proceeds available therefor and at the expense of Tenant. The cost of any repairs performed under this Section by Landlord at Tenant’s expense (including costs of design fees, financing, and charges for administration, overhead and construction management services by Landlord and Landlord’s contractor) shall constitute Additional Rent hereunder. If the payment Premises or any part thereof shall have been rendered unfit for use and occupation hereunder by reason of such damage, the Base Rent or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated until the Premises (except as to Tenant of Property, Initial Tenant Improvements and any applicable deductible amount)Tenant Work) shall have been restored as nearly as practicable to the condition in which they were immediately prior to such fire or other casualty. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeuregovernment regulation, casualties, and strikes, unavailability of labor and materials, delays in obtaining insurance proceeds, and other causes beyond the reasonable control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Leased Premises or any part thereof are damaged by fire or other casualty, the Tenant will give prompt written notice thereof to the landlord. In case 40% or less of the Building is damaged by fire or other casualty, Landlord shall be immediately commence restoration of such damages and shall proceed with reasonable diligence to restore the Leased Premises within 90 days of receipt of notice, or Tenant may terminate this Lease. In case over forty percent (40%) of the Building is damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a casualty, or taken by any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that substantial alteration or reconstruction of the cost Building is, in the Landlord's sole opinion, required (whether or not the Leased Premises have been damaged by such fire or other casualty) or in the event any mortgagee under a mortgage or deed of trust covering the Building should require that the insurance proceeds payable as a result of said fire or other casualty be used to retire the mortgage debt, the Landlord may, at its option, terminate this Lease by notifying the Tenant in writing of such repairs termination within thirty (30) days after the date the Landlord receives notice of such damage, in which event the rent will be abated as of the date of such damage. If the Landlord does not elect to terminate this Lease, the Landlord will proceed with reasonable diligence to restore the Leased Premises within one hundred twenty (120) days thereafter (except that the Landlord is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable responsible for delays outside its control) to substantially the same condition in which the making Leased Premises were immediately prior to the happening of the casualty. If the Leased Premises are not restored within the one hundred twenty (120) days, Tenant shall have the right to cancel this Lease. Notwithstanding anything to the contrary contained herein, the Landlord is not required to rebuild, repair or replace any such repairs that are due to Force Majeure, nor shall part of Tenant's furniture or furnishings or fixtures and equipment removable by the Tenant under the provisions of this Lease. The restoration will not exceed the scope of the work done by the Landlord in originally constructing the Building. The Landlord will not be liable for any inconvenience or annoyance to the Tenant or injury to the business of Tenant resulting in any way from delays in repairing such damage or the repair thereof, except that, subject to the provisions of the next paragraph, the Landlord will allow the Tenant a fair diminution of rent during the time and to the extent the Leased Premises are unfit for occupancy. Any insurance which may be carried by the Landlord or the Tenant against loss or damage to the Building or to the Leased Premises is for the sole benefit of the party carrying such insurance and under its sole control. The Tenant hereby agrees that the Lease will not automatically terminate by law upon destruction of the Leased Premises. The Tenant is not entitled to any compensation or damages from the Landlord except as provided herein for loss of the use of the whole or any part of the Leased Premises, the Tenant's personal property or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. All repairs to and replacements If such fire or other casualty results from acts, omissions or neglect of Tenant Property and any Tenant Work other than the Initial Tenant Work shall tenant or its agents, employees, invitees or visitors there will be made by and at the expense no abatement of Tenant, which work Tenant shall promptly commence rent as soon as practicable and thereafter prosecute diligently to completionotherwise permitted herein.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Premises or any part --------------------------------- thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the following provisions of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable laws and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds received and made available to proceedLandlord by any mortgagee, Landlord agreeing to make available funds in the amount of Landlord's deductible and to use diligent efforts to obtain the mortgagee's consent to release of such proceeds) with diligence to repair or cause to be repaired such damage so as to restore the Premisesdamage, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other items installed or paid for by Tenant Work), as nearly as practicable which Tenant is required or permitted to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board remove upon expiration (which items shall be required Tenant's responsibility to expend in such repair or rebuilding more than the proceeds of insurance or award of damagesrepair). However, if anyany damage occurs through the act or neglect of Tenant or persons acting under Tenant or if any act or neglect of Tenant or such person prevents Landlord or its mortgagees from collecting all insurance proceeds, recovered or recoverable with respect to such damage, destruction or taking (plus, in then the case cost of casualty, repairing the amount of any insurance deductibles (which casualty damage shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case paid by Tenant and there shall be no abatement of damage or destruction only rent except to the extent any insurance proceeds are actually received by Landlord was carrying or mortgagees or proceeds would have been recovered if Landlord had maintained the insurance required to be carried pursuant maintained under Section 6.4 (Landlord agreeing to, if necessary). If any casualty occurs to more than fifty percent of the Premises during the last eighteen (18) months of the Term (as the same may have been extended), then in any such case, this Lease and the Term hereof may be terminated at the time election of Landlord or Tenant by a notice in writing of its election so to terminate given to the other party within two (2) months following such casualty, the effective termination date being not less than thirty (30) nor more than sixty (60) days after the date of such damage or destructionnotice. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made entitled to a just abatement of Annual Base Rent and all Additional Rent during the period of impaired use of the Premises. If neither Landlord nor such mortgagee (i) has commenced such replacement within the earlier of six (6) months following such casualty, or (ii) having so commenced such replacement, has substantially completed such restoration within twelve (12) months following such casualty, then Tenant may, until any such aforesaid replacement commences in the case of (i) or is so completed in the case of (ii), terminate this Lease by giving at least thirty (30) days prior written notice thereof to Landlord (which termination shall be vitiated and rendered null and void if Landlord or such mortgagee so commences in the Primary Boardcase of (i) at Tenant’s expense to or completes in the extent that the cost case of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amountii) within said thirty (30) day period). Landlord Except as provided in this paragraph, Tenant's obligation to pay all rent and to perform and observe all other covenants and conditions of this Lease shall not be liable for delays in affected by any damage or casualty, and the making Term of any such repairs that are due to Force Majeure, nor this Lease and rent hereunder shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completioncontinue nonetheless.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the last paragraph of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable Legal Requirements, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building and any ground lessor) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding other than any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither . In no event shall Landlord nor the Primary Board shall be required to expend in such repair or rebuilding responsible for contributing more than [***] of any deductible or co-payment towards the proceeds completion of insurance or award such repairs unless (a) (i) Tenant and any mortgagee of damages, if any, recovered or recoverable with respect to such damage, destruction or taking the Property have agreed that Landlord may carry a larger deductible and (plus, in the case ii) Tenant pays its Pro Rata Share of casualty, the amount of any insurance deductibles such deductible or co-payment in excess of [***] (which it being the intent that Tenant shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but share in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time payment of such damage increased deductible in consideration for any savings of Operating Expenses that would result) or destruction(b) Landlord is then maintaining a higher deductible in violation of the provisions of Section 7.04. All such repairs made necessary by any negligent act the negligence or omission or any willful misconduct of Tenant shall be made by Landlord (or at the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered are less than the deductible amount in Landlord’s insurance policy. The cost of any repairs performed under this Section by Landlord at Tenant’s expense (including costs of design fees, financing, and charges for administration, overhead and construction management services by Landlord and Landlord’s contractor) shall constitute Additional Rent hereunder. All repairs to and replacements of Tenant’s personal property shall be made by and at the expense of Tenant, and Tenant shall promptly restore any Tenant Work, or, if the Lease has been terminated pursuant to the provisions of this Section 12.01, demolish and remove any damaged Tenant Work prior to surrendering the Premises (but in any event only to the extent of insurance proceeds available therefor (including the payment received by Tenant or, if Tenant fails to carry any required insurance hereunder, the insurance proceeds that would have been received by Tenant if Tenant had been maintaining the required coverages). If the Premises or any part thereof shall have been rendered unfit for use and occupation for the Permitted Use hereunder by reason of such damage, the Base Rent, Tenant’s Pro Rata Share of Total Operating Costs, and (other than then-outstanding amounts of Rent and reimbursements or payments that are not in the nature of an occupancy charge, such as applicable reimbursements of Landlord’s third-party costs under Section 10.05, allocations of excess security services under Section 9.07, reimbursements of Tenant Shortfall under Section 18.01(b), reimbursements under Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been separately filed with the Commission. Section 10.04(b), or Additional Rent payable under this Article 12) all other Additional Rent, or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated until the Premises (except as to Tenant Property, and any applicable deductible amount)Tenant Work) shall have been restored as nearly as practicable to the condition in which they were immediately prior to such fire or other casualty, plus an additional thirty (30) day period. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to , provided, however, that Base Rent, Tenant’s Pro Rata Share of Total Operating Costs, and replacements all other Additional Rent (other than then-outstanding amounts of Rent and reimbursements or payments that are not in the nature of an occupancy charge, such as applicable reimbursements of Landlord’s third-party costs under Section 10.05, allocations of excess security services under Section 9.07, reimbursements of Tenant Property and any Tenant Work other than the Initial Tenant Work Shortfall under Section 18.01(b), reimbursements under Section 10.04(b), or Additional Rent payable under this Article 12) shall be made abated to the extent set forth above during any delay not caused by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the following provisions of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable statutes, building codes, zoning ordinances and other laws and regulations of any governmental authority, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds received and made available to proceedLandlord by any mortgagee) with diligence to repair or cause to be repaired such damage, excluding any items installed or paid for by Tenant which Tenant is permitted to remove upon expiration (which items shall be Tenant's responsibility to repair.) However, if any act or neglect of Tenant or such person prevents Landlord or its mortgagees from collecting all insurance proceeds, then the cost of repairing the casualty damage shall be paid by Xxxxxx except to the extent any insurance proceeds are actually received by Landlord or mortgagees (they being under no obligation to litigate their entitlement), and there shall be no abatement of rent. If (i) all or any substantial part (meaning more than 25% of floor area or of insurable value) of the Premises is so as damaged by fire or other casualty (whether or not insured) that substantial alteration, reconstruction or demolition of the Building shall in Landlord's sole discretion be appropriate and a substantial expenditure shall in Landlord's sole discretion be required to restore make the Premises habitable, or (ii) if any casualty occurs to the Premises during the second to last year of the Term and its repair will reasonably cost more than $750,000, or (iii) if any casualty occurs to the Premises during the last year of the Term and its repair will reasonably cost more than $500,000, then in any such case, this Lease and the Term hereof may be terminated at the election of Landlord by a notice in writing of its election so to terminate given to Tenant within six (6) months following adjustment of such casualty loss with the insurer, the effective termination date being not less than one hundred twenty (120) nor more than one hundred fifty (150) days thereafter. In the case of clause (i) above, if a substantial expenditure is not required to make the Premises habitable, Landlord may nonetheless terminate this Lease if Landlord pays Tenant damages equal to the amount by which the then present value of the fair market rent for the Premises for the balance of the Term absent this Lease exceeds the then present value of the rent due under this Lease for the balance of the Term. -82- Tenant shall be entitled to a just abatement of Annual Base Rent (but not for additional rent on account of Landlord's Taxes and Operating Expenses) during the period of impaired use of the Premises, in no event, however, exceeding 12 months, provided that Landlord shall be entitled to maintain rent continuation insurance and include the Building premium therefor as part of Landlord's Operating Expenses. If any mortgagee refuses to permit insurance proceeds to be applied to replacement of the Premises, and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor such mortgagee has commenced such replacement within six (6) months following adjustment of such casualty loss with the Primary Board insurer, then Tenant may, until any such replacement commences, terminate this Lease by giving at least thirty (30) days prior written notice thereof to Landlord. Tenant's obligation to pay all rent and to perform and observe all other covenants and conditions of this Lease shall not be required to expend in such repair affected by any damage or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable casualty except as provided herein with respect to such damagethe area so damaged or taken, destruction or taking (plus, in and the case Term of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant and rent hereunder shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completioncontinue nonetheless.

DAMAGE OR DESTRUCTION OF PREMISES. (a) If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “insured casualty”, then, subject to Subsection 12.01(b), or ordered to be demolished by the action of any public authority in consequence of a casualty, or taken by any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable statutes, building codes, zoning ordinances and regulations of any governmental authority, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building and any ground lessor) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the other than any Initial Tenant Work but excluding any other Improvements and Tenant Work, which Tenant shall promptly commence, and proceed with diligence, to restore), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or at the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered are less than the deductible amount in Landlord’s insurance policy. All repairs to and replacements of Tenant Property and any Initial Tenant Improvements and Tenant Work shall be made by and at the expense of Tenant. The cost of any repairs performed under this Section by Landlord at Tenant’s expense (including costs of design fees, financing, and charges for administration, overhead and construction management services by Landlord and Landlord’s contractor) shall constitute Additional Rent hereunder. If the Premises or any part thereof shall have been rendered unfit for use and occupation hereunder by reason of such damage, the Base Rent or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated until the Premises (except as to Tenant Property, Initial Tenant Improvements and any Tenant Work) shall have been restored as nearly as practicable to the condition in which they were immediately prior to such fire or other casualty; provided, however, that in no event shall the period of such abatement exceed twelve (12) months, and that if and to the extent Landlord shall be unable to collect the insurance proceeds available therefor (including rent insurance proceeds) applicable to such damage because of some action or inaction on the payment part of Tenant, or the employees, licensees or invitees of Tenant, the cost of repairing such damage shall be paid by Tenant and there shall be no abatement of any applicable deductible amount)rent. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeuregovernment regulation, casualties, and strikes, unavailability of labor and materials, delays in obtaining insurance proceeds, and other causes beyond the reasonable control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the last paragraph of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable Legal Requirements, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building and any ground lessor) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding other than any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither . In no event shall Landlord nor the Primary Board shall be required to expend in such repair or rebuilding responsible for contributing more than [***] of any deductible or co-payment towards the proceeds completion of insurance or award such repairs unless (a) (i) Tenant and any mortgagee of damages, if any, recovered or recoverable with respect to such damage, destruction or taking the Property have agreed that Landlord may carry a larger deductible and (plus, in the case ii) Tenant pays its Pro Rata Share of casualty, the amount of any insurance deductibles such deductible or co-payment in excess of [***] (which it being the intent that Tenant shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but share in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time payment of such damage increased deductible in consideration for any savings of Operating Expenses that would result) or destruction(b) Landlord is then maintaining a higher deductible in violation of the provisions of Section 7.04. All such repairs made necessary by any negligent act the negligence or omission or any willful misconduct of Tenant shall be made by Landlord (or at the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered are less than the deductible amount in Landlord’s insurance policy. The cost of any repairs performed under this Section by Landlord at Tenant’s expense (including costs of design fees, financing, and charges for administration, overhead and construction management services by Landlord and Landlord’s contractor) shall constitute Additional Rent hereunder. All repairs to and replacements of Tenant’s personal property shall be made by and at the expense of Tenant, and Tenant shall promptly restore any Tenant Work, or, if the Lease has been terminated pursuant to the provisions of this Section 12.01, demolish and remove any damaged Tenant Work prior to surrendering the Premises (but in any event only to the extent of insurance proceeds available therefor (including the payment received by Tenant or, if Tenant fails to carry any required insurance hereunder, the insurance proceeds that would have been received by Tenant if Tenant had been maintaining the required coverages). If the Premises or any part thereof shall have been rendered unfit for use and occupation for the Permitted Use hereunder by reason of such damage, the Base Rent, Tenant’s Pro Rata Share of Total Operating Costs, and (other than then-outstanding amounts of Rent and reimbursements or payments that are not in the nature of an occupancy charge, such as applicable reimbursements of Landlord’s third-party costs under Section 10.05, allocations of excess security services under Section 9.07, reimbursements of Tenant Shortfall under Section 18.01(b), reimbursements under Section 10.04(b), or Additional Rent payable under this Article 12) all other Additional Rent, or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated until the Premises (except as to Tenant Property, and any applicable deductible amount)Tenant Work) shall have been restored as nearly as practicable to the condition in which they were immediately prior to such fire or other casualty, plus an additional thirty (30) day period. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to , provided, however, that Base Rent, Tenant’s Pro Rata Share of Total Operating Costs, and replacements all other Additional Rent (other than then-outstanding amounts of Rent and reimbursements or payments that are not in the nature of an occupancy charge, such as applicable reimbursements of Landlord’s third-party costs under Section 10.05, allocations of excess security services under Section 9.07, reimbursements of Tenant Property and any Tenant Work other than the Initial Tenant Work Shortfall under Section 18.01(b), reimbursements under Section 10.04(b), or Additional Rent payable under this Article 12) shall be made abated to the extent set forth above during any delay not caused by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. If either the PremisesFacility or any structures therein are partially damaged, but not rendered unusable for the purposes of this Concession Agreement, and capable of being repaired within thirty (30) days, the Unit or the Building or any part thereof damage shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished repaired with due diligence by the action of any public authority in consequence of a casualty, or taken by any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than CONCESSIONAIRE from the proceeds of the insurance coverage policy and/or at its own cost and expense, and for the period of CONCESSIONAIRE'S business interruption a pro rata adjustment shall be made as to the Rent set forth above in Article 9 and other, similar payment guarantees. In the event the Facility is completely destroyed or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking so damaged that it will remain unusable for more than thirty (plus, in the case of casualty30) days, the amount of any insurance deductibles (which CONCESSIONAIRE and the CITY shall be deemed Operating Costs))under no obligation to repair and reconstruct the Facility, less Landlord’s (or and adjustment of the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only rent payable hereunder shall be proportionately made up to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct , and this Concession Agreement shall cease and terminate, and all adjustments which are proper including restoration of Tenant the Property to a clean, neat, and usable condition shall be made accordingly. Notwithstanding the foregoing, the CONCESSIONAIRE may, at its sole discretion at its own cost, elect to reconstruct the Facility at its own cost and expense in which case, this Concession Agreement shall abatx, xxt not terminate until such reconstruction is completed and written notice of such completion is given in accordance with the requirement hereof to the other party. If such damage or destruction is covered by Landlord (or insurance, the Primary Board) at Tenant’s expense proceeds thereof shall be made available to CONCESSIONAIRE for the purpose of reconstruction. In the event CONCESSIONAIRE, elects to reconstruct the Facility, CONCESSIONAIRE shall promptly, after notifying CITY of such election, remove all debris resulting from such damage to the Facility and to the extent that the cost removal of debris under such repairs circumstances is not covered by insurance insurance, the proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work thereof shall be made by and at the expense of Tenant, which work Tenant available to CONCESSIONAIRE. CONCESSIONAIRE shall promptly commence as soon as practicable and thereafter diligently prosecute diligently reconstruction of the Facility to completion.

DAMAGE OR DESTRUCTION OF PREMISES. If through no act or neglect of Tenant or persons acting under Tenant the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other insured casualty (a “casualty”)then, or ordered subject to be demolished by the action following provisions of any public authority in consequence of a casualtythis Section, or taken by any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable statutes, building codes, zoning ordinances and other laws and regulations of any governmental authority, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds received and made available to proceedLandlord by any mortgagee) with diligence to repair or cause to be repaired such damage, excluding any items installed or paid for by Tenant which Tenant is permitted to remove upon expiration, (which items shall be Tenant's responsibility to repair.) However, if any damage occurs through the act or neglect of persons acting under Tenant or if any act or neglect of Tenant or such person prevents Landlord or its mortgagees from collecting all insurance proceeds, then the cost of repairing the casualty damage shall be paid by Tenant except to the extent any insurance proceeds are actually received by Landlord or mortgagees (they being under no obligation to litigate their entitlement), and there Shall be no abatement of rent. If (i) all or any substantial part (meaning more than 25% of insurable value) of the Premises are materially damaged by fire or other casualty (whether or nor insured) or (ii) the Building (whether or nor including any portion of the Premises) is so as damaged by fire or other casualty (whether or not insured) that substantial alteration, reconstruction or demolition of the Building shall in Landlord's sole discretion be appropriate, or (iii) if any casualty occurs to restore the Premises during the last year of the Term and its repair will reasonably cost more than $100,000, then in any such case, this Lease and the Term hereof may be terminated at the election of Landlord by a notice in writing of its election so to terminate given to Tenant within six (6) months following adjustment of such casualty loss with the insurer, the effective termination date being not less than thirty (30) nor more than sixty (60) days thereafter which Landlord will use reasonable efforts to obtain. Tenant shall be entitled to a just abatement of Annual Fixed Rent (but nor for additional rent on account of Landlord's Taxes and Operating Expenses) during the period of impaired use of the Premises, the Building and access theretoin no event, or what may remain thereof (including the Initial Tenant Work however, exceeding 12 months, but excluding any other Tenant Work)only if, as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that the cost of such repairs full payment is not covered made to Landlord on account thereof under any rent continuation insurance. If any mortgagee refuses without fault by Tenant to permit insurance proceeds available therefor to be applied to replacement of the Premises, or if neither Landlord nor such mortgagee has commenced such replacement within five (including 5) months following such casualty loss with the payment insurer, then Tenant may, until any such replacement commences, terminate this Lease by Tenant giving at least thirty (30) days prior written notice thereof to Landlord. Except as provided in this paragraph, Tenant's obligation to pay all rent and to perform and observe all other covenants and conditions of any applicable deductible amount). Landlord this Lease shall not observe a and the Term of this Lease be liable for delays in the making of affected by any such repairs that are due to Force Majeuredamage or casualty, nor and rent hereunder shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completioncontinue nonetheless.

DAMAGE OR DESTRUCTION OF PREMISES. If In the Premises, event that the Unit or the Building or any part thereof shall be damaged or above- described premises are destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a casualty, and as the result of which the premises are untenantable, and in the further event that the LANDLORD is unable to restore said premises to a tenantable condition during the sixty (60) day period thereafter, then and in that event, the LANDLORD or taken by any exercise TENANT shall each have the option to cancel and terminate this Lease. If said premises is restored and made tenantable within said 60-day period, then and in that event, the rent shall xxxxx only during said period of the right of eminent domainrepair and restoration, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, and this Lease shall remain continue in full force and effect through the balance of its stated term and Landlord shall proceed (any extension thereof. In the event that the premises are not rendered untenantable by fire or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which LANDLORD shall be deemed Operating Costs))repair and replace said premise, less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent provided that the cost of such repairs or restoration by the LANDLORD which are attributable to said premises. FURTHERMORE, if the damage is not covered caused by insurance proceeds available therefor (including TENANT’S negligence, the payment by Tenant cost of any applicable deductible amount). Landlord shall not be liable for delays work performed to repair damage caused by TENANT’S negligence, misuse of equipment in the making of any such repairs duplex or damage that are due to Force Majeureexceeds fair wear and tear, nor shall Landlord will be liable for any inconvenience or annoyance to Tenant or injury charged to the business TENANT. TENANT is responsible for the behavior of Tenant resulting from delays in repairing such damageTENANT’S guests, acquaintances or unknown persons on the premises at the request or with the approval of TENANT where damages are caused, including but not limited to doors, windows, interiors and exteriors. All repairs shall be done by the LANDLORD or by workers or licensed contractors approved by LANDLORD and under LANDLORD'S directions and supervision. Damages will be repaired through LANDLORD using contractors of LANDLORD'S choice and those services will be rebilled to and replacements be the responsibility of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completionTENANT.

DAMAGE OR DESTRUCTION OF PREMISES. If In the Premises, event the Unit or the Building whole or any part thereof of the improvements on the Premises (excluding Lessee's equipment and fixtures) shall be damaged or destroyed by fire fire, flood, windstorm, strikes, riots, civil commotions, acts of God, or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a casualty, or taken Lessor shall restore same to their condition_just prior to said loss without unreasonable delay, Any insurance proceeds received by Lessor pursuant to the provisions of this Lease,shall be held in an escrow fund(at a bank designated by Lessor)and shall be disbursed directly to Lessor during the restoration period to pay for the cost of said restoration. Any insurance proceeds over and above the cost of restoration shall be paid to and be the property of Lessor upon completion of restoration. If the insurance proceeds are insufficient to pay for the cost of restoration, Lessor shall, at its expense, pay the difference. Lessor and Lessee may mutually agree in writing not to restore the improvements. If any exercise damage mentioned in this first sentence of this Paragraph is in excess of fifty (50%) of the right total replacement cost of eminent domainthe improvements during the final sixty months of the Initial Tenn or during any Option Term, Tenant shall immediately give notice thereof to LandlordLessee may terminate this Lease within 30 days after such damage. Unless If this Lease is terminated as provided hereinunder any provision of this Paragraph, this Lease (i) Lessee shall remain in full force release the insurance proceeds to Lessor except, for the portion received by reason of the loss of Lessee's equipment, trade and effect business fixtures, signs and Landlord shall proceed other personal property which portion will be paid to Lessee, and (or shall cause the Primary Board to proceedii) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board Base Rent shall be required to expend in such repair or rebuilding more than payable through the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case date of casualty, and Lessor will refund to Lessee any prepaid unaccrued Base Rent and the amount security deposit,less sum,if any,Lessee owes to Lessor. 21, LESSOR'S REPRESENTATIONS AND WARRANTIES. Lessor warrants and represents to the best of Lessor's actual knowledge as of the date hereof: A. No pending or proposed public improvements or condemnation proceedings exist which may result in special assessments or in any reduction in the usefulness of the Premises. B. There are no pending or contemplated proceedings to which Lessor is a party or of which it has been given notice concerning impairment of access, tax adjustment, zoning changes or similar proceedings,assessments or plans by any government authority which might affect the Premises or Lessee's ability to use the Premises for its Intended Use. X. Xxxxxx has not filed nor been required to file any report-,of Hazardous Materials(defined below)on the Premises with any federal,state or local governmental authority, D. There is no ongoing environmental cleanup, or remediation action of Hazardous Materials on the Premises and to Lessor's actual knowledge, there is no such action planned for or threatened against the Premises. There are no underground storage tanks.located on or under the Premises. Lessor represents and warrants that as the Effective Date, the Office Complex and Building including the Leased Premises are free of any insurance deductibles (which environmental contamination of any kind whatsoever,including Hazardous Materials and mold. Lessor shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but fully liable for remediation of Hazardous Materials and mold in the case of damage Leased Premises, Office Complex or destruction only Building unless caused in whole or in part by the Lessee, its contractors,employees,agents or invitees. E. Public utilities sufficient for Lessee's Intended Use are physically located in the Premises. Lessor covenants that Lessor has all requisite authority and has or will have good right and title to lease the Premises. Lessor shall warrant title to the extent Landlord was carrying Premises and shall defend any challenge thereto. Lessor shall indemnify Lessee against any damage and expense which Lessee may suffer by reason of any lien, encumbrance, restriction or defect in the insurance required title to be carried pursuant or description herein of the Premises. If at any time Lessor's title or right to this Lease at receive rent hereunder is disputed, or there is a change of ownership of Lessor's estate by act of the time parties or operation of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense law,Lessee may withhold rent thereafter accruing until Lessee is furnished proof satisfactory to it as to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount)party entitled thereto. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion22.

DAMAGE OR DESTRUCTION OF PREMISES. If through no act or neglect of Tenant or persons acting under Tenant the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the following provisions of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable laws and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds received and made available to proceedLandlord by any mortgagee) with diligence to repair or cause to be repaired such damage, excluding uncompleted Tenant Work and any fixtures, equipment or personal property which Tenant is required or permitted to remove at the end of the Term (which items shall be Tenant’s responsibility to repair). However, if any damage occurs through the act or neglect of Tenant or persons acting under Tenant or if any act or neglect of Tenant or such person prevents Landlord or its mortgagees from collecting all insurance proceeds, then the cost of repairing the casualty damage shall be paid by Tenant except to the extent any insurance proceeds are actually received by Landlord or mortgagees (they being under no obligation to litigate their entitlement), and there shall be no abatement of rent. If any casualty occurs to the Premises during the last two Lease years of the Term and its repair will reasonably cost more than $500,000 and $250,000 respectively for the second to last and last Lease years, then in any such case, this Lease and the Term hereof may be terminated at the election of Landlord by a notice in writing of its election so as to restore terminate given to Tenant within 6 months following adjustment of such casualty loss with the insurer, the effective termination date being not less than 30 nor more than 60 days thereafter. Subject to the foregoing Tenant shall be entitled to a just abatement of Base Rent during the period of impaired use of the Premises, in no event however exceeding 12 months. If any mortgagee refuses without fault by Tenant to permit insurance proceeds to be applied to replacement of the Building and access thereto, Premises or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but if neither Landlord nor such mortgagee has commenced such replacement within 6 months following adjustment of such casualty loss with the Primary Board shall be required insurer, then Tenant may until any such replacement commences give written notice to expend in Landlord and mortgagees terminating this lease at least 45 days thereafter, and if such repair or rebuilding more than replacement has not commenced by the proceeds end of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to 45 day period this Lease at the time of shall thereupon terminate but if such damage or destructionreplacement has commenced within such period it shall not terminate. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Except as provided in this paragraph, Tenant’s expense obligation to the extent that the cost pay all rent and to perform and observe all other covenants and conditions of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord this Lease shall not be liable for delays in affected by any damage or casualty, and the making Term of any such repairs that are due to Force Majeure, nor this Lease and rent hereunder shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completioncontinue nonetheless.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises is damaged and becomes partially or totally unfit for occupancy, but can reasonably be repaired within Ninety (90) days, the Lease shall remain in effect and Landlord shall make repairs with all due speed. If repairs can reasonably be expected to require more than Ninety (90) days, or if less than 90 days remain in the original or any Extension Term at the time of the damage or destruction, either Landlord or Tenant may terminate the Lease. If the parties elect to continue the Lease, Landlord shall proceed to make repairs with all due speed and shall restore the Property, the Building and the Premises to their condition immediately prior to such destruction, and Tenant will thereafter have a reasonable period of time to complete repairs to the Tenant Improvements required as a result of such damage, and the Lease term shall be extended for an additional period equal to the time required for completion of all of the above repairs, and calculated to the nearest month. If the Lease is continued in case of damage or destruction of the Premises, the Unit rental payments and any other charges or the Building or any part thereof expenses of Tenant hereunder shall be reasonably abated based on the length of time and the portion of the Premises of which Tenant is deprived as a result of such damage, and during all of the above referenced repairs. Tenant and Landlord agree that Landlord may use insurance proceeds obtained in connection with the above referenced casualty insurance covering the Premises. However, Landlord and Tenant also agree that unless Landlord elects to use such insurance proceeds to restore the Tenant Improvements damaged or destroyed by fire or other destroyed, then Tenant shall as a part of the casualty (a “casualty”)insurance coverage, or ordered be entitled to be demolished by the action receive that portion of any public authority insurance payment or proceeds covering the Tenant Improvements upon the Premises. Therefore, in consequence the event of a casualty, damage or taken by destruction to any exercise of the right of eminent domainTenant Improvements upon the Premises, Tenant shall immediately give notice thereof be entitled to Landlordany and all insurance proceeds due and payable pursuant to such insurance coverage, and in the event that this Lease is continued thereafter, unless Landlord elects to restore the Tenant Improvements, then Tenant may utilize such proceeds in restoring the Tenant Improvements hereunder. Unless In the event, however, that this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time a result of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct , then Landlord shall be entitled to that portion of the insurance proceeds covering the structural elements of the Premises as the same are set forth on Exhibit B and on the plans and specifications referenced above, and Tenant shall be made by Landlord (entitled to maintain any and all such insurance proceeds payable as a result of the damage or destruction to the Primary Board) at Tenant Improvements, and to any of Tenant’s expense to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeureequipment, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completionfixtures and/or personal property.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Premises or any part thereof shall be damaged by fire, the elements, unavoidable accident or destroyed other casualty, Landlord shall cause the damages to be repaired with reasonable diligence provided, and to the extent that, insurance proceeds payable with respect to such damage are paid to Landlord, and if the Premises shall be rendered untenable only in part, the rent shall be abated proportionately as to the portion of the Premises rendered untenable until the repairs are made. If, without the fault of Tenant, the Premises shall be rendered wholly untenable and shall require substantial reconstruction, Landlord shall have the option (a) to cancel this Lease by giving Tenant written notice thereof within thirty (30) days after the date of any such damage or destruction and the Lease shall wholly terminate on the date specified in the notice, with the rent being payable only to the time of damage, or (b) to cause the damages to be repaired with reasonable diligence, with the rent being abated until such repairs have been completed. Notwithstanding the foregoing provisions of this paragraph, in the event the Premises is damaged by fire or other casualty (a “casualty”)due to the willful misconduct or gross negligence of Tenant, its employees, agents or ordered to licensees, there shall not be demolished by the action any apportionment or abatement of any public authority in consequence of a casualty, or taken rent and the Lease shall continue unless cancelled by any exercise of the right of eminent domain, Landlord by giving Tenant shall immediately give written notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed within thirty (or shall cause 30) days after the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount date of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to Tenant's business resulting in any way from damage to the business Premises or the repair thereof. Landlord retains the sole right to adjust and settle all claims in regards to property insurance coverage maintained on the Building or Premises. If the Premises or a substantial portion thereof is damaged by fire, the elements, unavoidable accident or other casualty and the repair thereof is not reasonably anticipated to be completed within 120 days of Tenant resulting from delays in repairing the date of such damage. All repairs , or the repair thereof is not in fact completed with 120 days of the date of such damage, then in any such event Tenant may terminate this Lease effective as of the date of such damage by giving notice to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completionLandlord.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the last paragraph of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable statutes, building codes, zoning ordinances and regulations of any governmental authority, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building and any ground lessor) with diligence to repair or cause to be repaired such damage damage, (other than any Tenant Work, which Tenant shall promptly commence, and proceed with diligence, to restore). All repairs to and replacements of Tenant Property and any Tenant Work shall be made by and at the expense of Tenant. The cost of any repairs performed under this Section by Landlord at Tenant's expense (including costs of design fees, financing, and charges for administration, overhead and construction management services by Landlord and Landlord's contractor) shall constitute Additional Rent hereunder. If the Premises or any part thereof shall have been rendered unfit for use and occupation hereunder by reason of such damage, the Base Rent or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated until the Premises (except as to restore the Premises, the Building Tenant Property and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), ) shall have been restored as nearly as practicable to the condition in which they were in immediately prior to such damagefire or other casualty; provided, destruction or takinghowever, subject to then applicable Legal Requirements that in no event shall the period of such abatement exceed 14 months, and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, that if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only and to the extent Landlord was carrying shall be unable to collect the insurance required proceeds (including rent insurance proceeds) applicable to be carried pursuant to this Lease at the time of such damage because of some action or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct inaction on the part of Tenant shall be made by Landlord (Tenant, or the Primary Board) at employees, licensees or invitees of Tenant’s expense to the extent that , the cost of repairing such repairs is not covered by insurance proceeds available therefor (including the payment damage shall be paid by Tenant and there shall be no abatement of any applicable deductible amount)rent. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeuregovernment regulation, casualties, and strikes, unavailability of labor and materials, delays in obtaining insurance proceeds, and other causes beyond the reasonable control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building or any part thereof shall be Premises are damaged or destroyed by fire or other casualty of the type or kind insured against in the policy of fire insurance with extended coverage provided by Section 7.01 hereof, Landlord shall cause such damage to be repaired without unreasonable delay provided it can do so with the insurance proceeds provided by Section 7.01. Provided, however, if by reason of such casualty twenty percent (a “20%) or more of the Premises are rendered untenantable in some material portion, and the amount of time required to repair the damage using due diligence is in excess of one hundred eighty (180) days, then either Tenant or Landlord shall have the right to terminate this Lease by giving written notice of termination within ninety (90) days after the date of casualty”). Should such material casualty occur in the last two (2) years of the Initial Term, or ordered during any Renewal Period thereafter, Landlord may, in its sole discretion, terminate this Lease by giving written notice to Tenant. If the Premises shall be demolished damaged by fire or other casualty which shall have been occasioned by the action willful act of Tenant or Tenant's agents and/or employees, there shall be no abatement of rental payments; and without prejudice to any public authority in consequence other rights and remedies of a casualtyLandlord, or taken by any exercise of Landlord shall have the right of eminent domainright, but not the obligation, to repair the Premises, and Tenant shall immediately give notice thereof to reimburse and compensate Landlord for any loss sustained by Landlord in excess of Landlord's insurance. Unless this Lease is terminated Except as provided hereinhereinabove provided, this Lease shall remain in full force and effect and Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence not be required to repair or cause to be repaired such rebuild the Premises in the event of destruction or damage so as to restore the Premises, the Building and access thereto, thereto resulting from fire or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable casualty. Notwithstanding anything herein to the condition they were contrary, Landlord shall have no obligation whatsoever to repair or rebuild the Premises in immediately prior to such damage, the event of damage or destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither not covered by the insurance required of Landlord nor the Primary Board herein. In no event shall Landlord be required to expend in such repair or rebuilding more than excess of the fire and extended coverage insurance proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, actually received as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time a result of such damage or destructioncasualty. All such repairs made necessary by With respect to any negligent act damage which Landlord is obligated or omission may elect to repair under the terms of this Section, Tenant waives any statutory or any willful misconduct of other right Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense may have to the extent that the cost cancel this Lease as a result of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. (a) If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the last paragraph of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable statutes, building codes, zoning ordinances and regulations of any governmental authority, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building) with diligence to repair or cause to be repaired such damage so as to restore the Premises(including, the Building and access theretowithout limitation, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Landlord’s Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act the negligence or omission or any willful misconduct breach hereof on the part of Tenant shall be made by Landlord (or at the Primary Board) at Tenant’s expense as Additional Rent to the extent that the cost of such repairs is are less than a commercially reasonable deductible amount under Landlord’s insurance policy. Landlord shall have no obligation to undertake any repairs to or replacements of Tenant Property (or any Tenant Work not covered consisting of leasehold improvements). If the Premises or any part thereof shall have been rendered unfit for use and occupation hereunder by insurance proceeds available therefor reason of such damage, the Rent or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated until the Premises (including except as to Tenant Property and any Tenant Work but including, without limitation, Landlord’s Work shall have been restored as nearly as practicable to the payment by Tenant condition in which they were immediately prior to such fire or other casualty; provided, however, that in no event shall the period of any applicable deductible amount)such abatement exceed twelve (12) months. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeuregovernment regulation, casualties, and strikes, unavailability of labor and materials, delays in obtaining insurance proceeds, and other causes beyond the reasonable control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. (a) If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the last paragraph of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable statutes, building codes, zoning ordinances and regulations of any governmental authority, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the any Initial Tenant Improvements and Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case nature of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costsleasehold improvements)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act the negligence or omission or any willful misconduct breach hereof on the part of Tenant shall be made by Landlord (or at the Primary Board) at Tenant’s expense as Additional Rent to the extent that the cost of such repairs is are less than a commercially reasonable deductible amount under Landlord’s insurance policy. Landlord shall have no obligation to undertake any repairs to or replacements of Tenant Property (or any Tenant Work not covered consisting of leasehold improvements). If the Premises or any part thereof shall have been rendered unfit for use and occupation hereunder by insurance proceeds available therefor reason of such damage, the Rent or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated until the Premises (except as to Tenant Property but including Initial Tenant Improvements and any Tenant Work) shall have been restored as nearly as practicable to the payment by Tenant condition in which they were immediately prior to such fire or other casualty; provided, however, that in no event shall the period of any applicable deductible amount)such abatement exceed twelve (12) months. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeuregovernment regulation, casualties, and strikes, unavailability of labor and materials, delays in obtaining insurance proceeds, and other causes beyond the reasonable control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. If If, during the PremisesTerm, the Unit Premises or the Building and other improvements in which the Premises are located are totally or partially destroyed from any part thereof cause, rendering the Premises totally or partially inaccessible or unusable, and at least one (1) year of the Term remains, Landlord shall restore the Premises or the Building and other improvements in which the Premises are located to substantially the same condition as they were in immediately before destruction, if the restoration can be damaged or destroyed made under the existing laws and can be completed within 180 working days after obtaining all necessary permits therefore (Landlord shall use due diligence in applying for said permits) and if the cost of such repairs does not exceed the amount of insurance proceeds received by fire or other casualty (a “casualty”)Landlord on account of such damages. Such destruction shall not terminate this Lease. If Landlord determines in good faith that restoration is not susceptible of completion within the time stated in this paragraph, or ordered if the insurance proceeds received (plus any applicable deductible) are not sufficient to be demolished by cover the action of any public authority in consequence of a casualty, or taken by any exercise cost of the right of eminent domainrequired repairs and by reason thereof Landlord declines to restore the Premises and the Building, then Tenant shall have the right to terminate this Lease immediately give by giving written notice thereof to Landlord. Unless Landlord shall, at Tenant's request, promptly advise Tenant in writing of Landlord's good faith estimate of the time to restore and of the sufficiency of insurance proceeds (and whether Landlord elects to decline to restore by reason of any insufficiency), and Tenant shall exercise its right to terminate not later than thirty (30) days after receipt of Landlord's notice showing that Tenant has a right to terminate by reason either of time to restore or failure to restore due to insufficiency of insurance proceeds. If Tenant fails to terminate this Lease and if restoration is terminated permitted under the existing laws, Landlord, at its election, can either terminate this Lease or restore the Premises or the Building and other improvements in which the Premises are located within a reasonable time and this Lease shall continue in full force and effect. If the existing laws do not permit the restoration, either party can terminate this Lease immediately by giving notice to the other party. In the event of the giving of such notice of termination by Landlord or Tenant as provided herein, this Lease and all interest of Tenant in the Premises shall remain terminate fifteen (15) days after receipt of such notice by the other party. Except if Landlord receives insurance proceeds from Tenant's insurance as provided in full force and effect and paragraph 16(c) hereof specifically therefor, Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence not be required to repair any injury or cause damage, by fire or other cause, to be repaired such damage so as the property of Tenant, or to make repairs or replacements of any decorations, or any improvements installed on the Premises by or for Tenant, except that in the event Landlord is otherwise required to restore the Premisescasualty damage under this Lease, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than restore the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, interior leasehold improvements existing in the Premises upon delivery thereof to Tenant at Term commencement. In case of casualtydestruction, there shall be an abatement or reduction of Rent, between the amount date of destruction and the date of completion of restoration if restoration takes place, based on the extent to which the destruction actually interferes with Tenant's use of the Premises. Tenant hereby waives the provisions of Sections 1932, Subdivision 2, and 1933, Subdivision 4, of the Civil Code of California. In the event that Landlord fails to complete the restoration of any insurance deductibles damage to the Premises (which or damage to portions of the Building providing access to the Premises) by the end of the one hundred eighty (180) day period described in this paragraph 30, and if Landlord is not then diligently and in good faith pursuing restoration to completion, then Tenant shall have the right to terminate this Lease upon sixty (60) days prior written notice to Landlord and Landlord's failure to complete restoration within such sixty day period. In the event that the Premises shall be deemed Operating Costs)), less Landlord’s (damaged or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only destroyed to the extent of more than $100,000.00 during the last one (1) year of the Term, then either Tenant or Landlord was carrying shall have the insurance required right to be carried pursuant to terminate this Lease at the time Lease. Notwithstanding any contrary provision of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). this Section 30, Landlord shall not be liable have the right during the first three years of the Term to terminate this Lease for delays in a casualty that affects areas of the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work Building other than the Initial Tenant Work shall be made Premises unless Landlord also terminates the leases of any other tenants in the Building whose, premises are affected by and at such casualty to the expense of Tenant, which work Tenant shall promptly commence same or greater extent as soon as practicable and thereafter prosecute diligently to completionthe Premises.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building or any part thereof shall be portion of the Premises, is damaged or destroyed by fire or other casualty (otherwise is in a “casualty”), condition such that it does not meet the Facility Standard or ordered to be demolished by comply with the action of any public authority in consequence MLB Rules and Regulations as a result of a casualtyCasualty, then StadCo shall use commercially reasonable efforts to promptly secure the area of damage or taken destruction to safeguard against injury to Persons or Property and, thereafter, remediate any hazard and restore the Premises to a safe condition, whether by any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence to repair or cause to be demolition, removal of debris and screening from public view and shall thereafter promptly, diligently, and expeditiously have the Premises repaired such damage so as to restore the Premisesand restored, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were extent permitted by Applicable Laws, to bring the Premises up to the Facility Standard and in immediately prior to such damage, destruction or takingcompliance with MLB Rules and Regulations (the “Casualty Repair Work”) as soon as reasonably possible at StadCo’s cost and expense, subject to then applicable Legal Requirements the provisions of this Article 12 (Damage or Destruction). With respect to any Casualty Repair Work exceeding the cost of Twenty Million and Title MattersNo/100 Dollars ($20,000,000.00), but neither Landlord nor the Primary Board Authority shall be required have the right to expend in such repair or rebuilding more than (a) Approve the proceeds of insurance or award of damagesgeneral contractor and lead architect, if any, recovered or recoverable selected by StadCo to perform the Casualty Repair Work, (b) Approve the terms of the contracts with respect the general contractor and lead architect, if any, selected by StadCo to such damageperform the Casualty Repair Work, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles c) Approve all contracts requiring payment greater than Ten Million and No/100 Dollars (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s$10,000,000.00) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required recommended by StadCo to be carried pursuant entered into by StadCo for the Casualty Repair Work, and (d) engage an independent construction representative to this Lease at review the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that Casualty Repair Work, the cost of such repairs representative shall be shared equally between StadCo and the Authority. To the extent any Casualty Repair Work is not covered performed by insurance proceeds available therefor (including StadCo’s or any Affiliate of StadCo’s employees, such Casualty Repair Work must be performed on an arm’s-length, bona fide basis by Persons who are not Affiliates of StadCo and on commercially reasonable terms given the payment by Tenant totality of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completionthen-existing circumstances.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the last paragraph of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable Legal Requirements, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building and any ground lessor) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding other than any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither . In no event shall Landlord nor the Primary Board shall be required to expend in such repair or rebuilding responsible for contributing more than one hundred thousand dollars ($100,000.00) of any deductible or co-payment towards the proceeds completion of insurance or award such repairs unless (a) (i) Tenant and any mortgagee of damages, if any, recovered or recoverable with respect to such damage, destruction or taking the Property have agreed that Landlord may carry a larger deductible and (plus, in the case ii) Tenant pays its Pro Rata Share of casualty, the amount of any insurance deductibles such deductible or co-payment in excess of one hundred thousand dollars (which $100,000.00) (it being the intent that Tenant shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but share in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time payment of such damage increased deductible in consideration for any savings of Operating Expenses that would result) or destruction(b) Landlord is then maintaining a higher deductible in violation of the provisions of Section 7.04. All such repairs made necessary by any negligent act the negligence or omission or any willful misconduct of Tenant shall be made by Landlord (or at the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered are less than the deductible amount in Landlord’s insurance policy. The cost of any repairs performed under this Section by Landlord at Tenant’s expense (including costs of design fees, financing, and charges for administration, overhead and construction management services by Landlord and Landlord’s contractor) shall constitute Additional Rent hereunder. All repairs to and replacements of Tenant’s personal property shall be made by and at the expense of Tenant, and Tenant shall promptly restore any Tenant Work, or, if the Lease has been terminated pursuant to the provisions of this Section 12.01, demolish and remove any damaged Tenant Work prior to surrendering the Premises (but in any event only to the extent of insurance proceeds available therefor (including the payment received by Tenant or, if Tenant fails to carry any required insurance hereunder, the insurance proceeds that would have been received by Tenant if Tenant had been maintaining the required coverages). If the Premises or any part thereof shall have been rendered unfit for use and occupation for the Permitted Use hereunder by reason of such damage, the Base Rent, Tenant’s Pro Rata Share of Total Operating Costs, and (other than then-outstanding amounts of Rent and reimbursements or payments that are not in the nature of an occupancy charge, such as applicable reimbursements of Landlord’s third-party costs under Section 10.05, allocations of excess security services under Section 9.07, reimbursements of Tenant Shortfall under Section 18.01(b), reimbursements under Section 10.04(b), or Additional Rent payable under this Article 12) all other Additional Rent, or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated until the Premises (except as to Tenant Property, and any applicable deductible amount)Tenant Work) shall have been restored as nearly as practicable to the condition in which they were immediately prior to such fire or other casualty, plus an additional thirty (30) day period. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to , provided, however, that Base Rent, Tenant’s Pro Rata Share of Total Operating Costs, and replacements all other Additional Rent (other than then-outstanding amounts of Rent and reimbursements or payments that are not in the nature of an occupancy charge, such as applicable reimbursements of Landlord’s third-party costs under Section 10.05, allocations of excess security services under Section 9.07, reimbursements of Tenant Property and any Tenant Work other than the Initial Tenant Work Shortfall under Section 18.01(b), reimbursements under Section 10.04(b), or Additional Rent payable under this Article 12) shall be made abated to the extent set forth above during any delay not caused by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. If (a) Except as otherwise expressly provided in Section 7.2(b) below, if all or a part of the Premises, the Unit or the Building or any part thereof Premises shall be damaged or destroyed by fire casualty, and if the estimated cost of rebuilding, replacing and repairing the same shall be or other casualty (a “casualty”)exceed $50,000, or ordered in any case giving rise to be demolished by the action of any public authority in consequence of a casualty, or taken by any exercise of the right of eminent domainLandlord's obligation to repair under Section 5.18, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force promptly notify Landlord thereof; and effect and Landlord shall proceed (whether or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired not such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board estimated cost shall be required to expend in such repair or rebuilding more than the proceeds of insurance exceed $50,000) Tenant shall, with reasonable promptness and diligence whether or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of not any insurance deductibles (which shall be deemed Operating Costs))proceeds are available or adequate for such purpose, less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only except to the extent Landlord was carrying Landlord's mortgagee does not make insurance proceeds available for such purpose, and regardless of the insurance required to be carried pursuant to this Lease at the time dollar amount or cause of such damage or destruction, rebuild, replace and repair any damage or destruction to the Premises, at its expense, in conformity with the requirements of Section 5.1, and subject to Section 5.18, in such manner as to restore the same to the same condition, as nearly as possible, as existed prior to such casualty and there shall be no abatement of Base Rent or Additional Rent. All Notwithstanding the foregoing, if (i) a part of the Premises shall be damaged or destroyed by casualty, (ii) such repairs made necessary casualty was not caused, in whole or in part, by any negligent the intentional act or omission or any willful misconduct gross negligence of Tenant shall be made by Landlord or Tenant's employees, agents, invitees, affiliates or contractors, (or the Primary Boardiii) at Tenant’s expense 's obligation to the extent that the cost of such repairs rebuild, replace and repair is excused under this Section 7.2(a) because Landlord's mortgagee does not covered by make insurance proceeds available therefor but instead applies the same toward the obligations of Landlord under its loan, and (including iv) such unavailability of insurance proceeds results in the payment permanent loss of rentable floor area of any building, then Annual Base Rent shall be proportionally abated in a manner reasonably acceptable to Landlord and Tenant. If the conditions described in the preceding sentence are met, and if Landlord has elected in its sole discretion not to pay for or perform any repairs, then the actual, third-party costs paid for by Tenant shall be taken into account in the determination of the equitable abatement of rent under the preceding sentence, but only to the extent such costs were necessary to render the Premises safe and legally occupiable. Notwithstanding anything herein to the contrary, if there shall have been an Event of Default under the terms of this Lease and if Landlord has terminated the term of this Lease pursuant to Article VIII, Landlord, in the exercise of its sole and absolute discretion, shall have the right to settle claims relating to any insurance proceeds from any casualty and (if Landlord has terminated the term of this Lease pursuant to Article VIII) to receive the same and to apply same toward payment of any applicable deductible amount). Landlord shall not indebtedness owed to Landlord's mortgagee instead of allowing such proceeds to be liable used by Tenant for delays in the making rebuilding or restoration of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business damaged portion of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completionPremises.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a casualty, or taken by any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plusIf, in the case opinion of casualtythe Landlord, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (Premises or Property should become un-tenantable during the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case term hereof because of damage or destruction only by fire, flood, necessary repairs or other occurrence, Landlord shall have the right to opt to terminate this lease. In the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time event of such damage or destruction. All such repairs made necessary destruction to the Premises or Property not caused by any negligent the Resident or Resident’s guests’ act or omission or any willful misconduct of Tenant neglect, Resident’s obligations to pay rent hereunder shall be made abated only if Landlord terminates this Lease or does not furnish Resident with substitute living accommodations. Landlord may opt to relocate Resident to substitute living accommodations (which may be a hotel room shared with up to one other roommate of the Unit, based on a monthly rate comparable to Bedroom monthly rate, availability, and other factors as dictated by Landlord the hotel, or a temporary Unit in another location) until possession of the permanent Unit is given, or a maximum of sixty (or 60) days from the Primary Board) at Tenantdate Unit became un-tenantable. During this period, if substitute living accommodations are provided, Rent will be due as normal. If Resident opts to provide their own temporary housing, with Landlord’s expense to approval, Rent will be prorated during the extent time that the Unit in un-tenantable, which will be calculated by dividing the Total Rent Amount over the full term of the Lease to determine a daily rent amount, then multiplying it by the number of days the Unit is un-tenantable, and the remaining rent is still due as normal. In the event possession cannot be delivered within such sixty (60) day period, then Resident or Landlord will have the option to terminate this Lease Agreement, via written notice, on a date reasonably determined by Landlord, and all rights and obligations thereunder shall terminate. If damage or destruction of the Premises or its furnishings is determined to be caused by the Resident or Resident’s guests’ act or neglect, all terms outline in this section apply, but Resident and/or Guarantor hereby agree to pay for all repairs and damages (including replacement costs) beyond those attributed to normal wear and tear, as well as the increased cost of such repairs substitute living accommodations and other costs to Landlord. Payment of rent is not covered by insurance proceeds available therefor (including discretionary, and during a period of untenantability, whether or not Resident continually occupies the Unit, Resident cannot stop payment by Tenant of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completionreduce Rent.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a casualty, or taken by any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but . Landlord shall coordinate its repair and restoration with the restoration of any other affected Primary Units in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destructionBuilding. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the last paragraph of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable Legal Requirements, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building and any ground lessor) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding other than any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither . In no event shall Landlord nor the Primary Board shall be required to expend in such repair or rebuilding responsible for contributing more than [***] of any deductible or co-payment towards the proceeds completion of insurance or award such repairs unless (a) (i) Tenant and any mortgagee of damages, if any, recovered or recoverable with respect to such damage, destruction or taking the Property have agreed that Landlord may carry a larger deductible and (plus, in the case ii) Tenant pays its Pro Rata Share of casualty, the amount of any insurance deductibles such deductible or co-payment in excess of [***] (which it being the intent that Tenant shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but share in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time payment of such damage increased deductible in consideration for any savings of Operating Expenses that would result) or destruction(b) Landlord is then maintaining a higher deductible in violation of the provisions of Section 7.04. All such repairs made necessary by any negligent act the negligence or omission or any willful misconduct of Tenant shall be made by Landlord (or at the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered are less than the deductible amount in Landlord’s insurance policy. The cost of any repairs performed under this Section by Landlord at Tenant’s expense (including costs of design fees, financing, and charges for administration, overhead and construction management services by Landlord and Landlord’s contractor) shall constitute Additional Rent hereunder. All repairs to and replacements of Tenant’s personal property shall be made by and at the expense of Tenant, and Tenant shall promptly restore any Tenant Work, or, if the Lease has been terminated pursuant to the provisions of this Section 12.01, demolish and remove any damaged Tenant Work prior to surrendering the Premises (but in any event only to the extent of insurance proceeds available therefor (including the payment received by Tenant or, if Tenant fails to carry any required insurance hereunder, the insurance proceeds that would have been received by Tenant if Tenant had been maintaining the required coverages). If the Premises or any part thereof shall have been rendered unfit for use and occupation for the Permitted Use hereunder by reason of such damage, the Base Rent, Tenant’s Pro Rata Share of Total Operating Costs, and (other than then-outstanding amounts of Rent and reimbursements or payments that are not in the nature of an occupancy charge, such as applicable reimbursements of Landlord’s third-party costs under Section 10.05, allocations of excess security services under Section 9.07, reimbursements of Tenant Shortfall under Section 18.01(b), reimbursements under Section 10.04(b), or Additional Rent payable under this Article 12) all other Additional Rent, or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated until the Premises (except as to Tenant Property, and any applicable deductible amount)Tenant Work) shall have been restored as nearly as practicable to the condition in which they were immediately prior to such fire or other casualty, Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been separately filed with the Commission. plus an additional thirty (30) day period. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to , provided, however, that Base Rent, Tenant’s Pro Rata Share of Total Operating Costs, and replacements all other Additional Rent (other than then-outstanding amounts of Rent and reimbursements or payments that are not in the nature of an occupancy charge, such as applicable reimbursements of Landlord’s third-party costs under Section 10.05, allocations of excess security services under Section 9.07, reimbursements of Tenant Property and any Tenant Work other than the Initial Tenant Work Shortfall under Section 18.01(b), reimbursements under Section 10.04(b), or Additional Rent payable under this Article 12) shall be made abated to the extent set forth above during any delay not caused by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.

DAMAGE OR DESTRUCTION OF PREMISES. If If, during the PremisesTerm, the Unit Premises or the Building and other improvements in which the Premises are located are totally or partially destroyed from any part thereof cause, rendering the Premises totally or partially inaccessible or unusable, and at least one (1) year of the Term remains, Landlord shall restore the Premises or the Building and other improvements in which the Premises are located to substantially the same condition as they were in immediately before destruction, if the restoration can be damaged or destroyed made under the existing laws and can be completed within 180 working days after obtaining all necessary permits therefore (Landlord shall use due diligence in applying for said permits) and if the cost of such repairs does not exceed the amount of insurance proceeds received by fire or other casualty (a “casualty”)Landlord on account of such damages. Such destruction shall not terminate this Lease. If Landlord determines in good faith that restoration is not susceptible of completion within the time stated in this paragraph, or ordered if the insurance proceeds received (plus any applicable deductible) are not sufficient to be demolished by cover the action of any public authority in consequence of a casualty, or taken by any exercise cost of the right of eminent domainrequired repairs and by reason thereof Landlord declines to restore the Premises and the Building, then Tenant shall have the right to terminate this Lease immediately give by giving written notice thereof to Landlord. Unless Landlord shall, at Tenant's request, promptly advise Tenant in writing of Landlord's good faith estimate of the time to restore and of the sufficiency of insurance proceeds (and whether Landlord elects to decline to restore by reason of any insufficiency), and Tenant shall exercise its right to terminate not later than thirty (30) days after receipt of Landlord's notice showing that Tenant has a right to terminate by reason either of time to restore or failure to restore due to insufficiency of insurance proceeds. If Tenant fails to terminate this Lease and if restoration is terminated permitted under the existing laws, Landlord, at its election, can either terminate this Lease or restore the Premises or the Building and other improvements in which the Premises are located within a reasonable time and this Lease shall continue in full force and effect. If the existing laws do not permit the restoration, either party can terminate this Lease immediately by giving notice to the other party. In the event of the giving of such notice of termination by Landlord or Tenant as provided herein, this Lease and all interest of Tenant in the Premises shall remain terminate fifteen (15) days after receipt of such notice by the other party. Except if Landlord receives insurance proceeds from Tenant's insurance as provided in full force and effect and paragraph 16(c) hereof specifically therefor, Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence not be required to repair any injury or cause damage, by fire or other cause, to be repaired such damage so as the property of Tenant, or to make repairs or replacements of any decorations, or any improvements installed on the Premises by or for Tenant, except that in the event Landlord is otherwise required to restore the Premisescasualty damage under this Lease, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than restore the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, interior leasehold improvements existing in the Premises upon delivery thereof to Tenant at Term commencement. In case of casualtydestruction, there shall be an abatement or reduction of Rent, between the amount date of destruction and the date of completion of restoration if restoration takes place, based on the extent to which the destruction actually interferes with Tenant's use of the Premises. Tenant hereby waives the provisions of Sections 1932, Subdivision 2, and 1933, Subdivision 4, of the Civil Code of California. In the event that Landlord fails to complete the restoration of any insurance deductibles damage to the Premises (which or damage to portions of the Building providing access to the Premises) by the end of the one hundred eighty (180) day period described in this paragraph 30, and if Landlord is not then diligently and in good faith pursuing restoration to completion, then Tenant shall have the right to terminate this Lease upon sixty (60) days prior written notice to Landlord and Landlord's failure to complete restoration within such sixty day period. In the event that the Premises shall be deemed Operating Costs)), less Landlord’s (damaged or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only destroyed to the extent of more than $100,000.00 during the last one (1) year of the Term, then either Tenant or Landlord was carrying shall have the insurance required right to be carried pursuant to terminate this Lease at the time Lease. Notwithstanding any contrary provision of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). this Section 30, Landlord shall not be liable have the right during the first three years of the Term to terminate this Lease for delays in a casualty that affects areas of the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work Building other than the Initial Tenant Work shall be made Premises unless Landlord also terminates the leases of any other tenants in the Building whose premises are affected by and at such casualty to the expense of Tenant, which work Tenant shall promptly commence same or greater extent as soon as practicable and thereafter prosecute diligently to completionthe Premises.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Leased Premises or any part thereof shall be are damaged by fire or destroyed other casualty, the Tenant will give prompt written notice thereof to the Landlord. In case over forty percent (40%) of the Buildings are damaged by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a casualty, or taken by any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant shall be made by Landlord (or the Primary Board) at Tenant’s expense to the extent that substantial alteration or reconstruction of the cost Buildings are, in the Landlord's sole opinion, required (whether or not the Leased Premises have been damaged by such fire or other casualty) or in the event any mortgagee under a mortgage or deed of trust covering the Buildings should require that the insurance proceeds payable as a result of said fire or other casualty be used to retire the mortgage debt, the Landlord may, at its option, terminate this Lease by notifying the Tenant in writing of such repairs termination within sixty (60) days after the date the Landlord receives notice of such damage, in which event the Rent and Additional Rent will be abated as of the date of such damage. If the Landlord does not elect to terminate this Lease, the Landlord will within sixty (60) days after the date the Landlord receives notice of the damage commence to repair and restore the Buildings. The Landlord will proceed with reasonable diligence to restore the Leased Premises within one hundred eighty (180) days thereafter (except that the Landlord is not covered by insurance proceeds available therefor (including the payment by Tenant of any applicable deductible amount). Landlord shall not be liable responsible for delays outside its control) to substantially the same condition in which the making Leased Premises were immediately prior to the happening of the casualty. If the Leased Premises are not restored within the one hundred eighty (180) days, Tenant shall have the right to cancel this Lease. Notwithstanding anything to the contrary contained herein, the Landlord is not required to rebuild, repair or replace any such repairs that are due to Force Majeure, nor shall part of Tenant's furniture or furnishings or fixtures and equipment removable by the Tenant under the provisions of this Lease. The restoration will not exceed the scope of the work done in originally constructing the Buildings. The Landlord will not be liable for any inconvenience or annoyance to the Tenant or injury to the business of Tenant resulting in any way from delays in repairing such damage or the repair thereof, except that, subject to the provisions of the next paragraph, the Landlord will allow the Tenant a fair diminution of rent during the time and to the extent the Leased Premises are unfit for occupancy. Any insurance which may be carried by the Landlord or the Tenant against loss or damage to the Buildings or to the Leased Premises is for the sole benefit of the party carrying such insurance and under its sole control. The Tenant hereby agrees that the Lease will not automatically terminate by law upon destruction of the Leased Premises. The Tenant is not entitled to any compensation or damages from the Landlord except as provided herein for loss of the use of the whole or any part of the Leased Premises, the Tenant's personal property or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. All repairs to and replacements If such fire or other casualty results from acts, omissions or neglect of the Tenant Property and any Tenant Work other than the Initial Tenant Work shall or its agents, employees, invitees or visitors, there will be made by and at the expense no abatement of Tenant, which work Tenant shall promptly commence rent as soon as practicable and thereafter prosecute diligently to completionotherwise permitted herein.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Premises or any part thereof shall be damaged by fire or other insured casualty, then, subject to the following provisions of this Section, Landlord shall proceed with diligence, subject to then applicable laws and at the expense of Landlord to cause to be repaired such damage, excluding any items installed or paid for by Tenant which Tenant is required or permitted to remove upon expiration (which items shall be Tenant's responsibility to repair). Notwithstanding the foregoing: (i) Landlord shall not be obligated to expend for such repair any amount in excess of the net insurance proceeds made available to Landlord after deduction therefrom of Landlord's expenses in obtaining such proceeds and any amounts applied by any mortgagee to obligations other than the repair of the Premises; and (ii) if any damage occurs through the act or neglect of Tenant or persons acting under Tenant or if any act or neglect of Tenant or such person prevents Landlord or its mortgagees from collecting all insurance proceeds, then the cost of repairing the casualty damage shall be paid by Tenant and there shall be no abatement of rent except to the extent any insurance proceeds are actually received by Landlord or mortgagees or proceeds would have been recovered if Landlord had maintained the insurance required to be maintained under Section 6.4 (Landlord agreeing to, if necessary). If any casualty occurs to more than fifty percent (50%) of the warehouse portion of the Premises or twenty-five percent (25%) of the call center/office portion of the Premises during the last twelve (12) months of the Term (as the same may have been extended), then in any such case, this Lease and the Term hereof may be terminated at the election of Landlord or Tenant by a notice in writing of its election so to terminate given to the other party within one (1) month following such casualty, the effective termination date being not less than thirty (30) nor more than sixty (60) days after the date of such notice. If the Building or the Premises shall be damaged or destroyed by fire or other casualty casualty, then Tenant shall be entitled to a just abatement of Annual Base Rent to the extent the Premises have been rendered untenantable for the period from the date of such damage or destruction to the date the Premises shall be substantially repaired or restored, PROVIDED, HOWEVER, should Tenant reoccupy a portion of the Premises during the period the restoration work is taking place and prior to the date that the whole of the Premises are made tenantable, Annual Fixed Rent allocable to such portion of the Premises shall be payable by Tenant from the date of such occupancy. If neither Landlord nor such mortgagee (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a i) has commenced such replacement within four (4) months following such casualty, or taken by (ii) having so commenced such replacement, has not completed substantially such restoration within nine (9) months following such casualty, then Tenant may, until any exercise of the right of eminent domain, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed (or shall cause the Primary Board to proceed) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, aforesaid replacement commences in the case of casualty, the amount of any insurance deductibles (which shall be deemed Operating Costs)), less Landlord’s (i) or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but is so completed in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to (ii), terminate this Lease by giving at the time of such damage or destruction. All such repairs made necessary by any negligent act or omission or any willful misconduct of Tenant least thirty (30) days prior notice thereof to Landlord (which termination shall be made by vitiated and rendered null and void if Landlord or such mortgagee so commences in the case of (i) or completes in the Primary Boardcase of (ii) at Tenant’s expense to the extent that the cost of such repairs is not covered by insurance proceeds available therefor within said thirty (including the payment by Tenant of any applicable deductible amount30) day period). Landlord Except as provided in this paragraph, Tenant's obligation to pay all rent and to perform and observe all other covenants and conditions of this Lease shall not be liable for delays in affected by any damage or casualty, and the making Term of any such repairs that are due to Force Majeure, nor this Lease and rent hereunder shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completioncontinue nonetheless.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the last paragraph of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable Legal Requirements, and at the expense of Landlord (or shall cause but only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building and any ground lessor) with diligence to repair or cause to be repaired such damage so as to restore the Premises, the Building and access thereto, or what may remain thereof (including the Initial Tenant Work but excluding other than any other Tenant Work), as nearly as practicable to the condition they were in immediately prior to such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither . In no event shall Landlord nor the Primary Board shall be required to expend in such repair or rebuilding responsible for contributing more than [***] of any deductible or co-payment towards the proceeds completion of insurance or award such repairs unless (a) (i) Tenant and any mortgagee of damages, if any, recovered or recoverable with respect to such damage, destruction or taking the Property have agreed that Landlord may carry a larger deductible and (plus, in the case ii) Tenant pays its Pro Rata Share of casualty, the amount of any insurance deductibles such deductible or co-payment in excess of [***] (which it being the intent that Tenant shall be deemed Operating Costs)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but share in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time payment of such damage increased deductible in consideration for any savings of Operating Expenses that would result) or destruction(b) Landlord is then maintaining a higher deductible in violation of the provisions of Section 7.04. All such repairs made necessary by any negligent act the negligence or omission or any willful misconduct of Tenant shall be made by Landlord (or at the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered are less than the deductible amount in Landlord’s insurance policy. The cost of any repairs performed under this Section by Landlord at Tenant’s expense (including costs of design fees, financing, and charges for administration, overhead and construction management services by Landlord and Landlord’s contractor) shall constitute Additional Rent hereunder. All repairs to and replacements of Tenant’s personal property shall be made by and at the expense of Tenant, and Tenant shall promptly restore any Tenant Work, or, if the Lease has been terminated pursuant to the provisions of this Section 12.01, demolish and remove any damaged Tenant Work prior to surrendering the Premises (but in any event only to the extent of insurance proceeds available therefor (including the payment received by Tenant or, if Tenant fails to carry any required insurance hereunder, the insurance proceeds that would have been received by Tenant if Tenant had been maintaining the required coverages). If the Premises or any part thereof shall have been rendered unfit for use and occupation for the Permitted Use hereunder by reason of such damage, the Base Rent, Tenant’s Pro Rata Share of Total Operating Costs, and (other than then-outstanding amounts of Rent and reimbursements or payments that are not in the nature of an occupancy charge, such as applicable reimbursements of Landlord’s third-party costs under Section 10.05, allocations of excess security services under Section 9.07, reimbursements of Tenant Shortfall under Section 18.01(b), reimbursements under Section 10.04(b), or Additional Rent payable under this Article 12) all other Additional Rent, or a just and proportionate part thereof, according to the nature and extent to which the Premises shall have been so rendered unfit, shall be abated until the Premises (except as to Tenant Property, and any applicable deductible amount)Tenant Work) shall have been restored as nearly as practicable to the condition in which they were immediately prior to such fire or other casualty, plus an additional thirty (30) day period. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeure, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to , provided, however, that Base Rent, Tenant’s Pro Rata Share of Total Operating Costs, and replacements all other Additional Rent (other than then-outstanding amounts of Rent and reimbursements or payments that are not in the nature of an occupancy charge, such as applicable reimbursements of Landlord’s third-party costs under Section 10.05, allocations of excess security services under Section 9.07, reimbursements of Tenant Property Shortfall under Section 18.01(b), reimbursements under Section 10.04(b), or Additional Rent payable under this Article 12) shall be abated to the extent set forth above during any delay not caused by Tenant. If (i) the Premises are so damaged by fire or other casualty (whether or not insured) at any time during the last eighteen (18) months of the Term, as the Term may have been extended, that the cost to repair such damage is reasonably estimated to exceed one-half of the total Base Rent payable hereunder for the period from the estimated completion date of repair until the end of the Term, (ii) Legal Requirements prohibit Landlord from restoring the Building to the condition substantially existing prior to such casualty, or (iii) at any time damage to the Building occurs by fire or other insured casualty and any mortgagee or ground lessor shall refuse to permit insurance proceeds to be utilized for the repair or replacement of such property and Landlord determines not to repair such damage, then and in any of such events, this Lease and the term hereof may be terminated at the election of Landlord by a notice from Landlord to Tenant Work within sixty (60) days, or such longer period as is required to complete arrangements with any mortgagee or ground lessor regarding such situation, following such fire or other than casualty; the Initial Tenant Work effective termination date pursuant to such notice shall be made not less than thirty (30) days after the day on which such termination notice is received by Tenant. If any mortgagee or ground lessor refuses to permit insurance proceeds to be applied to replacement of the Premises, and neither Landlord, such mortgagee or ground lessor has commenced such replacement within three (3) months following adjustment of such casualty loss with the insurer, then Tenant may, until any such replacement commences, terminate this Lease by giving at least thirty (30) days prior written notice thereof to Landlord and such termination shall be effective on the date specified if such replacement has not then commenced. In the event of any termination, the Term shall expire as though such effective termination date were the date originally stipulated in Article 1 for the end of the Term and the Base Rent and Additional Rent (to the extent not abated as set forth above) shall be apportioned as of such date. If less than eighteen (18) months remain in the Term at the expense time of Tenantsuch casualty [***] (ii) in Landlord’s reasonable estimate the time to restore the Premises will take more than one-half of the then remaining Term, which work then Tenant may upon thirty (30) days’ prior written notice terminate this Lease provided that such termination election shall promptly commence as soon as practicable be null and thereafter prosecute diligently void if Landlord completes such restoration within thirty (30) days of such notice or if Tenant exercises its right to completionextend the term pursuant to Section 3.03(a) of this Lease.

DAMAGE OR DESTRUCTION OF PREMISES. If the Premises, the Unit or the Building Premises or any part thereof shall be damaged or destroyed by fire or other casualty (a “casualty”), or ordered to be demolished by the action of any public authority in consequence of a insured casualty, or taken by any exercise then, subject to the last paragraph of the right of eminent domainthis Section, Tenant shall immediately give notice thereof to Landlord. Unless this Lease is terminated as provided herein, this Lease shall remain in full force and effect and Landlord shall proceed with diligence, subject to then applicable statutes, building codes, zoning ordinances and regulations of any governmental authority, and at the expense of Landlord (or shall cause but, if damage exceeds $2,000,000, only to the Primary Board extent of insurance proceeds made available to proceedLandlord by any mortgagee of the Building and any ground lessor) with diligence to repair or cause to be repaired such damage so as to restore the Premises(other than any Tenant Work, the Building and access thereto, or what may remain thereof (but including the Initial Tenant Finish Work but excluding any other Tenant Work), as nearly as practicable once each Phase of the same is substantially completed to the condition they were in immediately prior extent Tenant has provided Landlord with the information reasonably required by Landlord to insure such damage, destruction or taking, subject to then applicable Legal Requirements and Title Matters, but neither Landlord nor the Primary Board shall be required to expend in such repair or rebuilding more than the proceeds of insurance or award of damages, if any, recovered or recoverable with respect to such damage, destruction or taking (plus, in the case of casualty, the amount of any insurance deductibles Finish Work (which shall be deemed Operating Costsassumed to have occurred unless Landlord advises Tenant to the contrary in writing indicating what specific information it needs to obtain such insurance)), less Landlord’s (or the Primary Board’s) reasonable expenses incurred in collecting such proceeds or award, as the case may be, but in the case of damage or destruction only to the extent Landlord was carrying the insurance required to be carried pursuant to this Lease at the time of such damage or destruction. All such repairs made necessary by any negligent act the negligence or omission or any willful misconduct of Tenant shall be made by Landlord (or at the Primary Board) at Tenant’s expense to the extent that the cost of such repairs is not covered are less than the deductible amount in Landlord’s insurance policy. The cost of any repairs performed under this Section by insurance proceeds available therefor Landlord at Tenant’s expense (including costs of design fees, financing, and charges for administration, overhead and construction management services by Landlord and Landlord’s contractor) shall constitute Additional Rent hereunder. All repairs to and replacements of Tenant’s personal property and any Tenant Work (but not the payment Finish Work once each Phase of the same is substantially completed, except to the extent Tenant has failed to provide Landlord with the information reasonably required by Landlord to insure such Finish Work (which shall be not assumed to have occurred unless Landlord advises Tenant of such fact in writing indicating what specific information it needs to obtain such insurance)) shall be made by and at the expense of Tenant. If the Premises shall have been rendered unfit for use and occupation hereunder by reason of such damage or any applicable deductible amountdamage to the common areas reasonably required for access to and service of the Premises, or the parking garage or any part of any thereof to the extent rendering Tenant unable to use its parking passes, the Base Rent, parking charges, and Tenant’s Pro Rata Share of Total Operating Costs or a just and proportionate part thereof, according to the nature and extent to which the Premises (and such other areas) shall have been so rendered unfit, shall be abated until the Premises (and such other areas) (except as to Tenant Property, and any Tenant Work other than the Finish Work once each phase of the same is substantially completed except to the extent Tenant has failed to provide Landlord with the information reasonably required by Landlord to insure such Finish Work (which shall not be assumed to have occurred unless Landlord advises Tenant of such fact in writing indicating what specific information it needs to obtain such insurance)) shall have been restored as nearly as practicable to the condition in which they were immediately prior to such fire or other casualty, plus an additional thirty (30) day period. Landlord shall not be liable for delays in the making of any such repairs that are due to Force Majeuregovernment regulation, casualties, and strikes, unavailability of labor and materials, delays in obtaining insurance proceeds, and other causes beyond the reasonable control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to , provided, however, that Base Rent and replacements Tenant’s Pro Rata Share of Tenant Property and any Tenant Work other than the Initial Tenant Work Total Operating Costs shall be made abated to the extent set forth above during any delay not caused by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion.